Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement).

Agreements to Sell and Purchase. The Company Issuer hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0099.396% of the principal amount thereof (the “"Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes at the Purchase Price, ") plus accrued interest, if any, from the Closing Date September 22, 2005 to the Option Closing Date. Such right may be exercised by The parties agree that as consideration for the services of the Initial Purchasers on one or more occasionsin connection with the sale of Securities, but the total difference between the price at the which the Securities are being offered to the public, being 99.996% of the principal amount that may be acquired pursuant thereof, and the Purchase Price shall constitute payment by the Issuer of an underwriting fee to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount (and for greater certainty no separate payment of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4an underwriting fee is required). The principal amount of Additional Notes to be sold to Issuer and each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor Guarantors hereby agrees agree that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Initial Purchasers, which consent will not be unreasonably withheld, it they will not, during the period ending 90 60 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company Issuer or the Guarantors, or warrants to purchase debt or securities convertible or exchangeable into debt, of the Company in each case of a type Issuer or the Guarantors substantially similar to the Notes Securities, which for greater certainty does not include commercial paper (other than the sale of the Notes Securities under this Agreement)Agreement and under a concurrent offering of Canadian dollar denominated notes by the Issuer on or about the date hereof as contemplated in the Final Memorandum.) The Issuer and each of the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Issuer and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer, the Guarantors or any other person. Additionally, no Initial Purchaser is advising the Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer or any Guarantor with respect thereto. Any review by the Initial Purchasers of the Issuer, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuer or any Guarantor.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto Company, at a purchase price per note of 99.00% of the principal amount thereof $24.2125 (the “Purchase Price”), the respective principal amounts of Firm Securities set forth in Schedule I hereto opposite its name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 4,500,000 principal amount of the Additional Notes Securities at the Purchase Price, plus Price (without giving effect to any accrued interest, if any, interest from the Closing Date to the relevant Option Closing Date, as those terms are defined herein). Such The Representative may exercise this right may be exercised on behalf of the Underwriters in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount Securities that bears the same proportion to the aggregate principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount number of Firm Notes Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company Issuer hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0099.001% of the principal amount thereof (the “"Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes at the Purchase Price, ") plus accrued interest, if any, from the Closing Date September 22, 2005 to the Option Closing Date. Such right may be exercised by The parties agree that, as consideration for the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount services of Additional Notes to be purchased by the Initial Purchasers and the date on Sub-Purchasers in connection with the sale of Securities, the difference between the price at which such Additional Notes the Securities are being offered to be purchasedthe public, being 99.751% of the principal amount thereof, and the Purchase Price shall constitute payment of an underwriting fee from the Issuer to the Initial Purchasers (and for greater certainty no separate payment of an underwriting fee is required). Such date The Issuer and the Guarantors understand that a portion of the Securities may be offered and sold in the same as Qualifying Provinces by the Sub-Purchasers pursuant to the Final Memorandum. The Sub-Purchasers, subject to the terms and conditions set forth herein, severally and not jointly, agree and covenant with the Issuer to use reasonable efforts to sell the Securities in the Qualifying Provinces. Securities sold by JPMorgan Canada will be purchased by JPMorgan Canada from ▇.▇. ▇▇▇▇▇▇ Securities Inc., Securities sold by MS Canada will be purchased by MS Canada from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, and Securities sold by DB Canada will be purchased by DB Canada from Deutsche Bank Securities Inc., in each case, at the Closing Date but at a price equal to the price set forth in Schedule I to this Agreement or such purchase price less an amount to be mutually agreed upon by the Sub-Purchaser and its Initial Purchaser affiliate, which amount shall not earlier be greater than the Closing Date nor later than three business days after fees per Security paid to the date of such notice. Additional Notes may be purchased as provided in Section 4Initial Purchasers. The principal amount of Additional Notes to be sold to Issuer and each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor Guarantors hereby agrees agree that, without the prior written consent of Representatives on behalf of the Initial Purchasers, which consent will not be unreasonably withheld, it they will not, during the period ending 90 60 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company Issuer or the Guarantors, or warrants to purchase debt or securities convertible or exchangeable into debt, of the Company in each case of a type Issuer or the Guarantors substantially similar to the Notes Securities, which for greater certainty does not include commercial paper (other than the sale of the Notes Securities under this AgreementAgreement and under a concurrent sale of United States dollar denomination notes by the Issuer on or about the date hereof as contemplated by the Final Memorandum). The Issuer and each of the Guarantors acknowledge and agree that the Initial Purchasers and Sub-Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Issuer and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other person. Additionally, no Initial Purchaser or Sub-Purchaser is advising the Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers and Sub-Purchasers shall have no responsibility or liability to the Issuer or any Guarantor with respect thereto. Any review by the Initial Purchasers or Sub-Purchasers of the Issuer, any Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers or Sub-Purchasers, as the case may be, and shall not be on behalf of the Issuer or any Guarantor.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers, upon On the basis of the representations representations, warranties and warranties covenants herein contained, but and subject to the conditions hereinafter stated, agree, severally herein and not jointlyany adjustments made in accordance with Section 3(c) and 13 hereof, (i) The Company agrees to issue and sell the Closing Units to the Underwriter; and (ii) The Underwriter agrees, to purchase from the Company the principal amount at maturity number of Firm Notes set forth opposite Closing Units listed in Schedule I hereto, subject to such Initial Purchaser’s name on Schedule A hereto at a adjustments as the Underwriter in its sole discretion shall make to eliminate any sales or purchases of fractional Shares. (iii) The purchase price of 99.00per Closing Common Unit shall be $[●] (representing 92.0% of the principal amount thereof Public Offering Price) (the “Common Unit Purchase Price”). On the basis of the representations , which purchase price will be allocated as $[●] per Closing Share and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Notes$0.01 per Closing Warrant, and the Initial Purchasers purchase price per Closing Pre-funded Unit shall have be $[●] (representing 92.0% of the right Public Offering Price minus $0.001), which purchase price will be allocated as $[●] per Closing Pre-funded Warrant and $0.01 per Closing Warrant. The Closing Common Units are to purchase, solely be offered to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes the public at the Purchase PricePublic Offering Price and the Closing Pre-funded Units are to be offered to the public at the Public Offering Price less $0.001 (being the per share exercise price of a Pre-funded Warrant). (iv) Payment for the Closing Units (the “Closing Units Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, plus accrued interestP.C. at [11:00] [a.m.], if anyEastern Time, from on [DATE], 2022 or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (the “Closing Date”). The Closing Units Payment shall be made against delivery of the Closing Units to be purchased on the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasionsUnderwriter for its account, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightwith any transfer taxes, the Initial Purchasers shall so notify the Company stamp duties and other similar taxes payable in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) connection with the sale of the Securities under this Agreement, (B) the issuance Closing Units duly paid by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Company.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.1% of the principal amount thereof (the “"Purchase Price”)") plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 20,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery solely to cover over-allotments, if any. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an "Option Closing Date"), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. (a) The Company hereby agrees to issue and sell to the Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes the Underwritten Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.00% of the principal amount thereof of the Underwritten Securities (together, the “Purchase Price”). On , plus accrued and unpaid interest, if any, from June 26, 2023 to the basis of Closing Date. (a) In addition, the representations Company agrees to issue and warranties contained sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations, warranties and agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right option to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes from the Company the Option Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date June 26, 2023 to the Option Closing Datedate of payment and delivery. Such right The option may be exercised solely in connection with the sale, by the Initial Purchasers on one or more occasionsPurchasers, but of Securities in excess of the total principal amount that may Underwritten Securities. If any Option Securities are to be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightpurchased, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Option Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that of Option Securities which bears the same proportion ratio to the aggregate principal amount of Additional Notes Option Securities being purchased as the principal amount of Firm Notes Underwritten Securities set forth opposite the name of such Initial Purchaser on in Schedule A I hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of Underwritten Securities being purchased from the Company and by the Guarantor hereby agrees that, without the prior written consent of the several Initial Purchasers, subject, however, to such adjustments to eliminate the Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, by written notice from the Representative to the Company; provided that any Additional Closing Date (as defined below) must occur during the thirteen calendar day period from, and including, the Closing Date (such period, the “Option Period”). Such notice shall set forth the aggregate principal amount of Option Securities as to which consent will the option is being exercised (plus accrued interest, if any) and the date and time during the Option Period when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be unreasonably withheld, it will not, during earlier than the period ending 90 days Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the Final Memorandumprovisions of Section 10 hereof). Any such notice, (i) offer, pledge, sell, contract other than a notice delivered prior to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by Closing Date requesting delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, Closing Date (C) issuances and purchases pursuant which shall be given at least one business day prior to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date), offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar shall be given at least two business days prior to the Notes (other than the sale date and time of the Notes under this Agreement)delivery specified therein.

Agreements to Sell and Purchase. The Company Selling Stockholder hereby agrees to sell the Underwritten Securities to the Initial Purchasersseveral Underwriters as hereinafter provided, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees to purchase, severally and not jointly, to purchase from the Company Selling Stockholder the principal amount at maturity respective number of Firm Notes shares of Common Stock constituting Underwritten Securities set forth opposite such Initial Purchaser’s Underwriter's name in Schedule I hereto (or such number of Underwritten Securities increased as set forth in Section 13 hereof, subject to such adjustments to eliminate any fractional interests as the Representatives in their sole discretion shall make) at the price per share of Common Stock set forth on Schedule A I hereto at a purchase price of 99.00% of the principal amount thereof (the “"Purchase Price”"). On In addition, if a Total Number of Option Securities is set forth on Schedule I hereto, the Selling Stockholder agrees to sell the Option Securities to the several Underwriters as hereinafter provided, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein contained, and but subject to its terms and conditionsthe conditions hereinafter stated, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right option to purchase, solely to cover over-allotments, severally and not jointly, from the Selling Stockholder up to $250,000,000 principal amount such number of Additional Notes shares of Common Stock at the Purchase Price, plus accrued interest, for the sole purpose of covering over-allotments (if any, from ) in connection with the Closing Date to sale of the Option Closing Date. Such right may be exercised Underwritten Securities by the Initial Purchasers on one or more occasions, but the total principal amount that may several Underwriters. If any Option Securities are to be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightpurchased, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount number of Additional Notes Option Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser Underwriter shall be the principal amount that number of Option Securities which bears the same proportion ratio to the aggregate principal amount number of Additional Notes Option Securities being purchased as the principal amount number of Firm Notes Underwritten Securities set forth opposite the name of such Initial Purchaser on Underwriter in Schedule A I hereto bears to the aggregate principal amount number of Firm NotesUnderwritten Securities, subject, however, to such adjustments to eliminate any fractional interests as adjusted pursuant the Representatives in their sole discretion shall make. The Underwriters may exercise the option to Section 10. Each purchase the Option Securities at any time (but not more than once) on or before the last day of the period indicated on Schedule I hereto as the period for exercise of such option, by written notice from the Representatives to the Company and the Guarantor hereby agrees that, without Selling Stockholder. Such notice shall set forth the prior written consent aggregate number of Option Securities as to which the Initial Purchasersoption is being exercised and the date and time when such Option Securities are to be delivered and paid for, which consent will may be the same date and time as the Closing Date (as hereinafter defined) but shall not be unreasonably withheld, it will not, during earlier than the period ending 90 days Closing Date or later than the tenth full Business Day (as hereinafter defined) after the date of such notice (unless such date and time are postponed in accordance with the Final Memorandum, (i) offer, pledge, sell, contract provisions of Section 13 hereof). Any such notice shall be given at least two Business Days prior to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor time of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)delivery specified therein.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial PurchasersPurchaser, and the Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, agrees to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto Securities at a purchase price equal to the aggregate principal amount of 99.00the Securities purchased on the applicable Closing Date (as defined below) multiplied by (1 — (0.07 x N/365)), where N equals the number of days from, and including, the Effectiveness Date to, and excluding, the applicable Closing Date, less an amount equal to 2% of the aggregate principal amount thereof of such Securities, (the “Purchase Price”). , as follows: (a) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditionseach date that a Tender Offer settles (a “Tender Offer Closing Date”), the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 Purchaser will purchase an aggregate principal amount of Additional Notes at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion Securities equal to the aggregate principal amount of Additional Notes being purchased as Existing Convertibles accepted for purchase by the principal amount of Firm Notes set forth opposite Company in each such Tender Offer; (b) On September 30, 2010 (the name of such Initial Purchaser on Schedule A hereto bears to “Put Right Closing Date”), the aggregate principal amount of Firm NotesExisting Convertibles remaining after the completion of the Tender Offers, as adjusted if any, that the Company is required by holders thereof to repurchase pursuant to Section 10. Each the terms of the Existing Convertibles; (c) On October 5, 2010 (the “Redemption Closing Date”), the aggregate principal amount of Existing Convertibles remaining after the Put Right Closing Date, if any, that the Company elects to redeem from the holders thereof pursuant to the terms of the Existing Convertibles. Any Tender Offer Closing Date, the Put Right Closing Date, and the Guarantor hereby agrees thatRedemption Closing Date, without each a “Closing Date,” are collectively referred to herein as the prior written consent “Closing Dates”. For the avoidance of doubt, even if any Existing Convertibles remain outstanding on the Redemption Closing Date, the Company shall be under no obligation to sell and the Initial Purchasers, which consent will not Purchaser shall be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract under no obligation 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 indirectlybuy, any common shares Securities subsequent to the Redemption Closing Date and this Agreement shall immediately terminate without any obligation or liability of either party (or any securities convertible into stockholder, director, officer, employee, agent, consultant or exercisable or exchangeable for common shares representative of such party) to the Guarantor or (ii) enter into any swap or other arrangement that transfers party to another, in whole or in part, any this Agreement by reason of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of provided that Section 9 and Section 11 shall survive any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)such termination.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0096.75% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, from May 30, 2013 to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesPurchasers, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 15,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery, solely to cover overallotments. Such The Representatives may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited time in part by giving written notice to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given, unless waived by the Company in writing, and may not be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representatives may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The On the basis of the representations and warranties contained in this Agreement and subject to its terms and conditions, the Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0096.5% of the principal amount thereof (the “Purchase Price”"PURCHASE PRICE") plus accrued interest, if any, to the Closing Date (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 13,000,000 aggregate principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers in whole or in part on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing occasion by giving written notice not later than 13 30 days after the Closing Date, which . Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an "OPTION CLOSING DATE"), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of Citigroup Global Markets Inc. on behalf of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common shares stock of the Company or any securities convertible into or exercisable or exchangeable for common shares stock of the Guarantor Company or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares stock of the GuarantorCompany, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) to the sale of the Securities under this Agreement, (B) to the issuance by the Guarantor Company of any shares of common shares stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor grant of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant option or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit stock or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning stock appreciation right under any plan outstanding on the date hereof and continuing hereof; (D) in connection with any bona-fide merger or acquisition as approved by the Company's Board of Directors; provided that any issuance by the Company of shares of common stock is not to and including raise cash to fund such merger or acquisition; (E) in connection with any bona-fide strategic agreement, joint venture agreement, limited liability agreement or similar agreement entered into with any supplier, manufacturer, distributor or customer that is approved by the Closing DateCompany's Board of Directors, offerthe primary purpose of which is not to raise cash; or (F) the filing of a shelf registration statement on Form S-3 to permit sales of the Company's common stock by Teva Pharmaceuticals Curacao, sellN.V.; provided, contract to sell or otherwise dispose however, that in the case of any debt dispositions pursuant to (D) or (E), the transferee, in each case, agrees to be bound by the terms of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)previous sentence.

Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell an aggregate of 3,733,333 Firm Shares and 1,866,666 Firm Warrants to the Initial Purchasers, and the Initial Purchasers, upon Underwriters. Upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof $7.0406 per Firm Share (the “Purchase Pricepurchase price per Share”) and $0.0094 per Firm Warrant (the “purchase price per Warrant”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto. The Company hereby also agrees to sell to the Initial Purchasers Underwriters, and, upon the Additional Notesbasis of the representations, warranties and agreements of the Initial Purchasers Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, purchase from the Company up to 560,000 Additional Shares at the purchase price per Share for the Firm Shares and/or 280,000 Additional Warrants at the purchase price per Warrant for the Firm Warrants. The Additional Securities may be purchased solely to cover for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter, severally and not jointly, up agrees to $250,000,000 principal amount purchase the number of Additional Notes at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant Securities (subject to such exercises shall be limited adjustments as you may determine to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount avoid fractional shares) that bears the same proportion to the aggregate principal amount total number of Additional Notes being Securities to be purchased by the Underwriter as the principal amount number of Firm Notes Securities set forth opposite the name of such Initial Purchaser on Underwriter in Schedule A I hereto bears to the aggregate principal amount total number of Firm Notes, as adjusted pursuant Securities. The option to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not purchase Additional Securities may be unreasonably withheld, it will not, during the period ending 90 exercised at any time within 30 days after the date of the Final MemorandumProspectus, (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 common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other but no more than the sale of the Notes under this Agreement)once.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Firm Securities to the several Initial PurchasersPurchasers as hereinafter provided, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, agrees to purchase severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto Securities at a purchase price of 99.0097.75% of the principal amount thereof (the “Purchase Price”), in the respective principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto plus accrued interest, if any, from June 26, 2006, to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchasepurchase in whole, solely or from time to cover over-allotments, severally and not jointlytime in part, up to $250,000,000 37,500,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date (as defined below) to the Option Closing Datedate of payment and delivery, solely to cover over-allotments, if any. Such right may be exercised by If you on behalf of the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightoption, the Initial Purchasers you shall so notify the Company in writing not later than 13 days after the Closing Datedate of this Agreement, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. Additional Notes may be purchased The Company acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities and the Underlying Securities contemplated hereby (including in connection with determining the terms of the offering) and not as provided a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in Section 4any jurisdiction. The principal amount of Additional Notes to be sold to each Initial Purchaser Company shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the principal amount that bears transactions contemplated hereby, and the same proportion Initial Purchasers shall have no responsibility or liability to the aggregate principal amount of Additional Notes being purchased as Company with respect thereto. Any review by the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each Purchasers of the Company and Company, the Guarantor transactions contemplated hereby agrees that, without or other matters relating to such transactions will be performed solely for the prior written consent benefit of the Initial Purchasers, which consent will Purchasers and shall not be unreasonably withheld, it will not, during the period ending 90 days after the date on behalf of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Company.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial PurchasersPurchaser, and the Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointlyagrees, to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto Securities at a purchase price of 99.00100% of the principal amount thereof (the “Purchase Price”)"PURCHASE PRICE") plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Purchaser the Additional NotesSecurities, and the Initial Purchasers Purchaser shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 18,750,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such The Initial Purchaser may exercise this right may be exercised in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect giving written notice of each election to exercise such right, the Initial Purchasers shall so notify the Company in writing this option not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Purchaser and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least two business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date for the Firm Securities nor later than three ten business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an "OPTION CLOSING DATE"), the Initial Purchaser agrees to purchase the principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of Securities specified in such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10notice. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheldPurchaser, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common shares stock or any securities convertible into or exercisable or exchangeable for common stock, or file or cause to be declared effective (other than pursuant to contractual obligations existing as of the date hereof) a registration statement under the Securities Act relating to the offer and sale of any shares of Securities, Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock or other rights to purchase Common Stock or any other securities of the Guarantor Company that are substantially similar to the Securities or Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantorstock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this AgreementAgreement or the issuance of the Underlying Securities upon conversion of the Securities, (B) the issuance by the Guarantor Company of any shares of common shares stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances the amendment or supplementation of existing registration statements and purchases pursuant to the Transactionsfiling of a shelf registration statement covering the Securities and the Underlying, Securities or the filing of a registration statement on Form S-8 under the Securities Act, (D) the issuance by the Guarantor grant of options to acquire common shares as consideration in an acquisition stock employees, consultants and directors of the Company under stock or assets of another entity or any contract or offer to enter into a contract therefor option and stock purchase plans in effect and existing on the date hereof, or (E) the grant or issuance of any securities common stock and options to acquire common stock in connection with acquisitions of the type described companies, businesses or select assets of companies for a consideration not exceed $100,000,000 for all such acquisitions in the immediately preceding sentence pursuant to employee benefit aggregate, provided that any such common stock or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company options issued in each case of a type substantially similar to the Notes connection with such an acquisition (other than a stock-for-stock acquisition of a corporation whose common stock is publicly traded on a nationally recognized exchange) may not be resold pursuant to registration statement filed prior to the sale end of the Notes under this Agreement)period ending 90 days after the date of the Final Memorandum.

Agreements to Sell and Purchase. The Company Issuer hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0098.375% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, to the Closing Date (as defined in Section 4 hereof). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Issuer agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 200,000,000 principal amount of Additional Notes Securities at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option date of payment and delivery. You may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Company; provided that in no event shall the Additional Securities be issued on a date that is later than the last day in the 13-day period beginning on, and including, the Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of the Firm Notes Securities set forth opposite such Initial Purchaser’s name on Schedule A I hereto opposite its name at a purchase price of 99.00100% of the principal amount thereof (the “Purchase Price”)"PURCHASE PRICE") plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 26,250,000 of their respective principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect in part by giving written notice of each election to exercise such right, the Initial Purchasers shall so notify the Company in writing this option not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an "OPTION CLOSING DATE"), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common shares stock or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantorstock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the contemplated issuance by the Guarantor Company of approximately $250 million of common stock in an underwritten public offering as discussed in "Use of Proceeds" in the Final Memorandum, (C) the issuance by the Company of any shares of common shares stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Initial Purchaser has been advised in writing, (C) issuances and purchases pursuant to the Transactions, or (D) the issuance by the Guarantor Company of common shares as consideration in an acquisition of additional options under the Company's existing stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees thatoption plans, without the prior written consent of the Initial Purchasers, it will not, provided that such options are not exercisable during the period beginning on ending 90 days after the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Final Memorandum.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity amounts of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0098% of the principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from April 18, 2012 to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of the Additional Notes Securities at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least two business days after the written notice is given, unless waived in writing by the Company, and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity amounts of Firm Notes Securities set forth in Schedule II hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a the purchase price of 99.00% of the principal amount thereof (the “Purchase Price”)set forth in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 150,000,000 aggregate principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such right The Underwriters may be exercised exercise these rights in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect giving written notice of each election to exercise such right, the Initial Purchasers shall so notify the Company in writing foregoing option not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 42 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional securities as you may determine) that bears the same proportion to the aggregate principal amount total number of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule II hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated and G▇▇▇▇▇▇, S▇▇▇▇ & Co., on behalf of the Initial Purchasers, which consent will not be unreasonably withheldUnderwriters, it will not, during the period ending 90 days after the date of the Final MemorandumProspectus, (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 common shares of Common Stock or any securities convertible into or exercisable or exchangeable for common Common Stock, (ii) file any registration statement with the Commission relating to the offering of any shares of the Guarantor Common Stock or (iiiii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the GuarantorCommon Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of common shares of the Guarantor Common Stock or such other securities, in cash or otherwise. The foregoing sentence paragraph shall not apply to (Ai) the sale of Securities to be sold hereunder or the Securities under this AgreementUnderlying Securities, (Bii) the issuance by the Guarantor Company of any common shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof and as described in the Prospectus (or filing a registration statement with the Commission related to the issuance or resale of such Common Stock), (C) issuances and purchases pursuant to the Transactions, (Diii) the issuance by the Guarantor Company of common any shares as consideration in an acquisition of Common Stock, options or other securities to or for the benefit of employees, consultants or directors of the Company on or after the date hereof pursuant to the Company’s employee stock ownership plan or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type equity incentive plans as described in the immediately preceding sentence pursuant Time of Sale Prospectus or the Registration Statement and the issuance by the Company of shares of Common Stock upon the exercise of any such options or other securities (or filing a registration statement with the Commission related to employee benefit the issuance or compensation plans resale of such Common Stock) or agreements. The Company hereby agrees that, without the prior written consent (iv) any issuances in connection with bona fide acquisitions in an aggregate amount that does not exceed 7% of the Initial PurchasersCompany’s capital stock on a fully diluted basis as of the date hereof. If: (1) during the last 17 days of the 90-day restricted period described in the third paragraph of this Section 2, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period described in the third paragraph of this Section 2, the Company announces that it will not, release earnings results during the 16-day period beginning on the date hereof last day of the restricted period; and continuing in each case (3) at the end of the 90-day restricted period described in the third paragraph of this Section 2, (i) the Company’s shares are not “actively traded securities” as such term is defined in Regulation M under the Securities Act or (ii) the Underwriters are not able to and including the Closing Date, offer, sell, contract to sell publish or otherwise dispose of any debt of distribute research reports concerning the Company or warrants its industry pursuant to purchase debt Rule 139 of the Company in each case of a type substantially similar Securities Act, then the restrictions imposed by this Agreement shall continue to apply until the Notes (other than the sale expiration of the Notes under this Agreement)18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.250% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell hereby grants to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 30,000,000 aggregate principal amount of Additional Notes Securities, for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase from the Company the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes Securities set forth Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, to the Closing Date (as defined in Section 4). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesPurchasers, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 25,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, to the date of payment and delivery. The Representative may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Company; provided that any Option Closing Date must occur during the 13-day period from, and including, the Closing Date to (such period, the “Option Closing DatePeriod”). Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date (as defined in Section 4) nor later than three one business days day after the date of such noticenotice prior to the expiration of the Option Closing Period. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representative may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.0% of the principal amount thereof of the Securities (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesOptional Securities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 50,000,000 aggregate principal amount of Additional Notes the Optional Securities at the Purchase Price, plus accrued interest, if anysolely to cover over-allotments. You may exercise this right on behalf of the Underwriters in whole or, from the Closing Date time to time, in part by giving written notice to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 30 days after the Closing Date, which date of the Prospectus. Any exercise notice shall specify the aggregate principal amount of Additional Notes Optional Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice; provided, however, that if an exercise notice is delivered prior to the Closing Date, then the purchase date for such notice shall be the Closing Date. Additional Notes may On each day, if any, that Optional Securities are to be purchased as provided in Section 4. The (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Optional Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractions of $1,000) that bears the same proportion to the aggregate principal amount of Additional Notes being Optional Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.375% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 50,000,000 principal amount of Additional Notes Securities at the Purchase Price, plus accrued interest, if any, . The Representatives may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Closing Date to Company; provided that the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasionsDate (as defined below) shall occur within a period of 13 calendar days from, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightand including, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which . Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representatives may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company in the principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.75% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 37,500,000 in aggregate principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm NotesSecurities, as adjusted pursuant subject, however, to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract adjustments to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, eliminate Securities in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (denominations other than the sale in multiples of the Notes under this Agreement)$1,000.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity amounts of Firm Notes Securities set forth in Schedule II hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a the purchase price of 99.00% of the principal amount thereof (the “Purchase Price”)set forth in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 [___] aggregate principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such right The Underwriters may be exercised exercise these rights in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect giving written notice of each election to exercise such right, the Initial Purchasers shall so notify the Company in writing foregoing option not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 42 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional securities as you may determine) that bears the same proportion to the aggregate principal amount total number of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule II hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated and G▇▇▇▇▇▇, Sachs & Co., on behalf of the Initial Purchasers, which consent will not be unreasonably withheldUnderwriters, it will not, during the period ending 90 days after the date of the Final MemorandumProspectus, (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 common shares of Common Stock or any securities convertible into or exercisable or exchangeable for common Common Stock, (ii) file any registration statement with the Commission relating to the offering of any shares of the Guarantor Common Stock or (iiiii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the GuarantorCommon Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of common shares of the Guarantor Common Stock or such other securities, in cash or otherwise. The foregoing sentence paragraph shall not apply to (Ai) the sale of Securities to be sold hereunder or the Securities under this AgreementUnderlying Securities, (Bii) the issuance by the Guarantor Company of any common shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof and as described in the Prospectus (or filing a registration statement with the Commission related to the issuance or resale of such Common Stock), (C) issuances and purchases pursuant to the Transactions, (Diii) the issuance by the Guarantor Company of common any shares as consideration in an acquisition of Common Stock, options or other securities to or for the benefit of employees, consultants or directors of the Company on or after the date hereof pursuant to the Company’s employee stock ownership plan or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type equity incentive plans as described in the immediately preceding sentence pursuant Time of Sale Prospectus or the Registration Statement and the issuance by the Company of shares of Common Stock upon the exercise of any such options or other securities (or filing a registration statement with the Commission related to employee benefit the issuance or compensation plans resale of such Common Stock) or agreements. The Company hereby agrees that, without the prior written consent (iv) any issuances in connection with bona fide acquisitions in an aggregate amount that does not exceed 7% of the Initial PurchasersCompany’s capital stock on a fully diluted basis as of the date hereof. If: (1) during the last 17 days of the 90-day restricted period described in the third paragraph of this Section 2, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period described in the third paragraph of this Section 2, the Company announces that it will not, release earnings results during the 16-day period beginning on the date hereof last day of the restricted period; and continuing in each case (3) at the end of the 90-day restricted period described in the third paragraph of this Section 2, (i) the Company’s shares are not “actively traded securities” as such term is defined in Regulation M under the Securities Act or (ii) the Underwriters are not able to and including the Closing Date, offer, sell, contract to sell publish or otherwise dispose of any debt of distribute research reports concerning the Company or warrants its industry pursuant to purchase debt Rule 139 of the Company in each case of a type substantially similar Securities Act, then the restrictions imposed by this Agreement shall continue to apply until the Notes (other than the sale expiration of the Notes under this Agreement)18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial PurchasersUnderwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreeagrees to purchase, severally and not jointly, to purchase from the Company the aggregate principal amount at maturity of Firm Notes Securities set forth opposite such Initial Purchaser’s the name of each Underwriter on Schedule A hereto hereof, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of this Section 9, at a purchase price of 99.0097% of the aggregate principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSenior Securities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to an additional $250,000,000 5,812,500 aggregate principal amount of Additional Notes Securities at the Purchase Price, plus Price (without giving effect to any accrued interest, if any, interest from the Closing Date to the relevant Option Closing Date, as those terms are defined herein). Such The Representative may exercise this right may be exercised on behalf of the Underwriters in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the aggregate principal amount of Additional Notes Senior Securities to be purchased by the Initial Purchasers Underwriters and the date on which such aggregate principal amount of Additional Notes Senior Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Senior Securities nor later than three ten business days after the date of such notice. Additional Notes Senior Securities may be purchased as provided in Section 45 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Senior Securities. The On each day, if any, that Additional Senior Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount Senior Securities that bears the same proportion to the total aggregate principal amount of Additional Notes being Senior Securities to be purchased on such Option Closing Date as the aggregate principal amount of Firm Notes Senior Securities set forth in Schedule A hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the total aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Senior Securities.

Agreements to Sell and Purchase. The Company hereby agrees with each Initial Purchaser as follows: (a) The Company agrees to sell to the each Initial PurchasersPurchaser, and the each Initial PurchasersPurchaser, upon the basis of the representations representations, warranties and warranties covenants of the Company herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the principal amount at maturity number of Units (the “Firm Notes Securities”) set forth opposite such Initial Purchaser’s name under the heading “Number of Securities” on Schedule A II hereto at a purchase price of 99.00% of the principal amount thereof $9.63 per Unit (the “Purchase Price”), which reflects the Initial Purchasers’ discount of $0.37 per Unit. On In addition, on the basis of the representations and warranties herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell hereby grants an option to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotmentsPurchasers, severally and not jointly, to purchase up to an additional 1,512,400 Units (the “Option Securities” and collectively with the Firm Securities, the “Securities”) at a purchase price of $250,000,000 principal 9.40 per Unit (the “Option Purchase Price”), which reflects the Initial Purchasers’ discount of $0.60 per Unit less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by CF&Co. to the Company setting forth the number of Option Securities as to which the several Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery shall be determined by CF&Co., but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Initial Purchasers, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule II opposite the name of such Initial Purchaser bears to the total number of Firm Securities, subject in each case to such adjustments as CF&Co. in its discretion shall make to eliminate any sales or purchases of fractional Units. On the Closing Date (as defined below), as a commission and for no consideration, the Company will also issue an aggregate of 174,000 Units (the “Commission Units”) to the several Initial Purchasers. Each Initial Purchaser will be issued that proportion of the total number of Commission Units which the number of Firm Securities set forth in Schedule II opposite the name of such Initial Purchaser bears to the total number of Firm Securities set forth in Schedule II. The Company agrees to enter into an agreement with the Initial Purchasers providing for piggyback and demand registration rights in respect of the Commission Units (the “Initial Purchaser Registration Rights Agreement”). (b) Payment for the Firm Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Initial Purchasers on November 21, 2006, or such other date, not later than the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) Business Day after the date hereof, as the Initial Purchasers and the Company may agree upon in writing, or in the case of the Option Securities, on the date and time specified by the Initial Purchasers in the written notice of the Initial Purchasers’ election to purchase Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date” and the time and date of such payment for Option Securities is referred to herein as an “Additional Notes at Closing Date.” As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City. The Securities shall be in definitive form or global form, as specified by the Initial Purchasers, and registered in such names and in such denominations as the Initial Purchasers shall request in writing not later than two full business days prior to the Closing Date. The Firm Securities shall be delivered to you on the Closing Date, with any transfer taxes payable in connection with the transfer of the Firm Securities to the Initial Purchasers duly paid, against payment of the Purchase Price, Price therefore plus accrued interest, if any, from the Closing Date to the date of payment and delivery. The specified number of Option Securities shall be delivered to you on any Additional Closing Date. Such right may be exercised by , with any transfer taxes payable in connection with the transfer of the Option Securities to the Initial Purchasers on one or more occasionsduly paid, but against payment of the total principal amount that may be acquired pursuant Option Purchase Price therefore plus accrued interest, if any, to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company payment and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)delivery.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.50% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 25,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 30 days after the Closing Date, which . Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm NotesSecurities. Notwithstanding anything else to the contrary herein, as adjusted pursuant the Initial Purchasers shall not have the right to Section 10. Each purchase any Additional Securities after the 13-day period beginning on the issue date of the Firm Securities (within the meaning of Treas. Reg. Sec. 1.1273-2), unless the Initial Purchasers represent, either orally or in writing (in their sole discretion), to Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in their capacity as tax counsel to the Company, that, after due inquiry, the Additional Securities to be purchased and resold by the Initial Purchasers will be issued with no more than a de minimis amount of original issue discount within the meaning of Treas. Reg. Sec. 1.1273-1(d). The Company and the Guarantor hereby agrees that, without the prior written consent of the Representatives, on behalf of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of Common Stock or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the GuarantorCommon Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this AgreementAgreement or (B) the sale of any shares of Common Stock pursuant to the Registration Rights Agreement dated as of January 31, 2004 between the Company and Avaya Inc., (BC) the granting of options pursuant to the Company’s employee benefit plans existing on the date hereof or (D) the issuance by the Guarantor Company of any common shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to hereof of which the Transactions, (D) the issuance by the Guarantor of common shares as consideration Initial Purchasers have been advised in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreementswriting. The Company hereby agrees that, without the prior written consent of the Representatives, on behalf of the Initial Purchasers, it will not, during the period beginning on ending 90 days after the date hereof and continuing to and including of the Closing DateMemorandum, offerrelease Furukawa from, sellor waive any of its agreements with Furukawa relating to, contract the restrictions on Furukawa’s ability to sell or otherwise dispose its shares of any debt Common Stock of the Company or warrants to purchase debt as set forth in Section 3.1(c) of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Stockholders Agreement).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial PurchasersUnderwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreeagrees to purchase, severally and not jointly, to purchase from the Company Company, the aggregate principal amount at maturity of Firm Notes Securities set forth opposite such Initial Purchaser’s the name of each Underwriter on Schedule A hereto hereof, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9, at a purchase price of 99.0097% of the aggregate principal amount thereof (the representing a public offering price of 100% less underwriting discount of 3%) (“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to an additional $250,000,000 4,500,000 aggregate principal amount of Securities at a purchase price of 97% of the aggregate principal amount of such Additional Notes at the Purchase Price, plus Securities (representing a public offering price of 100% less underwriting discount of 3%) (without giving effect to any accrued interest, if any, interest from the Closing Date to the relevant Option Closing Date, as those terms are defined herein). Such The Representative may exercise this right may be exercised on behalf of the Underwriters in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing giving written notice not later than 13 thirty (30) days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the aggregate principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such aggregate principal amount of Additional Notes Securities are to be purchased. Such Each purchase date must be at least one (1) business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten (10) business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount Securities that bears the same proportion to the total aggregate principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each Securities set forth in Schedule A hereto opposite the name of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant Underwriter bears to the Transactions, (D) the issuance by the Guarantor total aggregate principal amount of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Firm Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule II hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a the purchase price of 99.00% of the principal amount thereof set forth in Schedule I hereto (the “Purchase Price”)) plus accrued interest, if any, from September 26, 2012 to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 18,750,000 aggregate principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised on behalf of the Underwriters in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing giving written notice not later than 13 30 days after the Closing Date, which date of the Prospectus. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 hereof solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule II hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers, upon On the basis of the representations representations, warranties and warranties herein containedcovenants contained in this Agreement, but and subject to the terms and conditions hereinafter statedcontained herein, agreethe Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes Securities set forth opposite the name of such Initial Purchaser’s name Underwriter on Schedule A hereto hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price of 99.00equal to 100.0% of the principal amount thereof thereof. The offering price of the Securities is not in excess of the price recommended by Friedman, Billings, R▇▇▇▇▇ & Co., Inc., acting in its capacity as a “qualified independent underwriter” within the meaning of Rule 2720 (“Rule 2720”) of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “Purchase PriceQIU”). On The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Securities as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine; provided that, in the event the public offering price is increased, such public offering price is not in excess of the price recommended by the QIU. The Company agrees to pay total discounts and commissions to the Underwriters of $4.8 million with respect to the Firm Securities. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties contained in this Agreementcovenants, and subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 from the Company, ratably in accordance with the principal amount of Firm Securities to be purchased by each of them, all or a portion of the Additional Notes Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm Securities, at the Purchase Price, plus accrued interest, if any, from same purchase price set forth in the Closing Date immediately preceding paragraph to be paid by the Underwriters to the Option Closing DateCompany for the Firm Securities; provided that the Company shall pay discounts and commissions to the Underwriters equal to 2.5% of the Additional Securities. Such right This option may be exercised by the Initial Purchasers Representatives on one behalf of the several Underwriters at any time and from time to time on or more occasions, but before the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after thirteenth day from and including the Closing DateDate (as defined below), which by written notice to the Company. Such notice shall specify set forth the aggregate principal amount of Additional Notes Securities as to be purchased by which the Initial Purchasers option is being exercised, and the date on which such and time when the Additional Notes Securities are to be purchased. Such delivered (such date may be the same and time being herein referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date but shall not be earlier than the Closing Date nor later earlier than three the second business days day after the date of such notice. Additional Notes may be purchased as provided in Section 4on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The principal amount of Additional Notes Securities to be sold to each Initial Purchaser Underwriter shall be the principal amount that which bears the same proportion to the aggregate principal amount of Additional Notes Securities being purchased as the principal amount of Firm Notes Securities set forth opposite the name of such Initial Purchaser Underwriter on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, Securities (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 common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to anothersubject, in whole or each case, to such adjustment as you may determine to eliminate fractional shares and in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date accordance with Section 7 hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097% of the principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from December 12, 2022 to the Closing Date (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 20,000,000 principal amount of Additional Notes Securities, solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option date of payment and delivery. The Representatives may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Company; provided, that in no event shall the Additional Securities be issued on a date later than the last day in the 13-day period beginning on, and including, the Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representatives may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0098.0% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 5, 2018 to the Closing Date (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 60,000,000 principal amount of Additional Notes Securities, for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such The Representatives may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representatives may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Selling Stockholders (in accordance with Schedule II hereto) hereby agree, severally and not jointly, to purchase from sell the Company Firm Securities to the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof (the “Purchase Price”). On Underwriters, and upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders contained in this Agreement, herein and subject to its terms and conditions, the all The Company hereby also agrees to sell to the Initial Purchasers the Additional NotesUnderwriters, and upon the Initial Purchasers 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 after the Closing Date (as defined herein) to purchasepurchase from the Company up to an aggregate of 210,000 Additional Shares and 210,000 Additional Warrants at a price identical to the price per Firm Share and Firm Warrant, respectively, set forth above. The Additional Shares and Additional Warrants may be purchased solely to cover for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. If any Additional Shares and Additional Warrants are to be purchased, each Underwriter, severally and not jointly, up agrees to $250,000,000 principal amount purchase the number of Additional Notes at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant Shares and Additional Warrants (subject to such exercises shall be limited adjustments as you may determine to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount avoid fractional shares) that bears the same proportion to the aggregate principal amount total number of Additional Notes being Shares and Additional Warrants to be purchased by the Underwriters as the principal amount number of Firm Notes Shares and Firm Warrants, respectively, set forth opposite the name of such Initial Purchaser on Underwriter in Schedule A I hereto bears to the aggregate principal amount (or such number of Firm Notes, Shares and Firm Warrants as adjusted pursuant to Section 1011 hereof) bears to the total number of Firm Shares and Firm Warrants. Each Upon any election by the Underwriters to purchase less than all the Additional Shares and Additional Warrants, the aggregate number of Additional Shares and Additional Warrants to be purchased from the Company by all the Underwriters shall be in the same proportion as the maximum number of Additional Shares and Additional Warrants that may be purchased from the Guarantor hereby agrees thatCompany as set forth on Schedule II hereto. At the Closing (as defined herein), without the prior written consent of Company shall sell to the Initial PurchasersRepresentative and Southwest Securities, which consent will not be unreasonably withheldInc. (collectively with the Representative, it will not, during the period ending 90 days after "Managing Underwriters") a warrant (the date of "Managing Underwriters' Warrant") for $10 entitling the Final Memorandum, holder thereof to (i) offer, pledge, sell, contract purchase up to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common 140,000 shares of Common Stock for five years after the Guarantor or Closing Date for an exercise price per share equal to 120% of the per share offering price set forth on the cover page of the Prospectus, and (ii) enter into any swap or other arrangement that transfers purchase up to another140,000 Warrants, in whole or in partidentical to the Firm Warrants and the Additional Warrants, any for an exercise price per Warrant equal to 120% of the economic consequences of ownership per Warrant offering price set forth on the cover page of the common Prospectus. The Managing Underwriters' Warrant shall be exercisable with respect to the shares of Common Stock for a period of four years commencing one year after the GuarantorClosing Date, whether any such transaction described and the Managing Underwriters' Warrant shall be exercisable with respect to the Warrants for a period of 13 months commencing one year after the Closing Date. The Managing Underwriters' Warrant shall also contain the other terms and conditions as set forth in clause the Managing Underwriters' Warrant Agreement included as an exhibit to the Registration Statement on the date hereof (i) or (ii) above is the "Managing Underwriters' Warrant Agreement"). In addition, the holders of the Managing Underwriters' Warrant shall be entitled to be settled by delivery the registration rights with respect to the resale of common the Managing Underwriters' Warrant, the resale of the shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares Common Stock issuable upon the exercise of an option or warrant or such warrant, the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement).resale of

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0096.5% of the principal amount thereof (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the a one-time right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 15,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such right may be exercised by If you, on behalf of the Initial Purchasers on one or more occasionsPurchasers, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightoption, the Initial Purchasers you shall so notify the Company in writing not later than 13 30 days after the Closing Datedate of this Agreement, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. The If any Additional Securities are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased as the principal amount of Firm Notes Securities set forth Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 180 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common shares stock or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantorstock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor Company of any shares of common shares stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, hereof of which the Initial Purchasers have been advised in writing or (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor Company of any shares of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants options to purchase debt of common stock under the Company in each case of a type substantially similar to 1996 Equity Incentive Plan, the Notes (other than Nonemployee Directors' Plan or the sale of the Notes under this Agreement)Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company Trust hereby agrees to sell to the Initial Purchasersseveral Placement Agents, and the Initial Purchasers, each Placement Agent upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase the respective number of Firm Securities set forth in Schedule II opposite its name from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto Trust, at a purchase price of 99.00% of the principal amount thereof $50.00 per Convertible Preferred Security (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties of the Trust and the Company contained in this Agreement, and subject to its terms and conditions, the Company Trust agrees to sell to the Initial Purchasers Placement Agents the Additional NotesSecurities, and the Initial Purchasers Placement Agents shall have the a right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of 600,000 Additional Notes Securities at the Purchase Price, plus accrued interestdividends, if any, from . If the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers Placements Agents elect to exercise such rightoption, the Initial Purchasers Placements Agents shall so notify the Trust and the Company in writing not later than 13 30 days after the Closing Datedate of this Agreement, which notice shall specify the principal amount number of Additional Notes Securities to be purchased by the Initial Purchasers Placement Agents and the date on which such Additional Notes Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. If any Additional Notes may Securities are to be purchased as provided in Section 4. The principal amount purchased, each Placement Agent agrees, severally and not jointly, to purchase the number of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional securities the principal amount Placement Agents may determine) that bears the same proportion to the aggregate principal amount total number of Additional Notes being Securities to be purchased as the principal amount number of Firm Notes Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser on Schedule A hereto Placement Agent bears to the aggregate principal amount total number of Firm Notes, as adjusted pursuant to Section 10Securities. Each In view of the fact that proceeds from the sale of the Convertible Preferred Securities will be invested by the Trust in the Convertible Debentures, the Company hereby agrees to pay the Placement Agents as compensation (the "PLACEMENT AGENTS' COMPENSATION") for the Placement Agents' arranging for the investment therein of such proceeds, $1.75 per Convertible Preferred Security purchased by the Placement Agents on the Closing Date and the Guarantor Option Closing Date (as defined below), if any ($5,250,000 in the aggregate assuming no exercise of the Placement Agents' option or $6,300,000 in the aggregate assuming exercise of such option in full). The Placement Agents' Compensation shall be payable to the Placement Agents by wire transfer of immediately available funds on the Closing Date and on the Option Closing Date, if any. The Trust and the Company hereby agrees agree, jointly and severally, that, without the prior written consent of Morgan Stanley & ▇▇. ▇n▇▇▇▇▇▇▇ted on behalf of the Initial PurchasersPlacement Agents, which consent will not be unreasonably withheld, it they will not, during the period ending 90 days after the date of the Final Memorandumthis Agreement, (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 common shares equity securities of the Company, the Trust or any similar trust or any securities convertible into or exercisable or exchangeable for common shares any equity security of the Guarantor Company, the Trust or any similar trust or (ii) enter into any swap or other agreement or arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the common shares any equity securities of the GuarantorCompany, the Trust or any similar trust, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares equity securities of the Guarantor Company, the Trust or such any similar trust, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Convertible Preferred Securities under this Agreementto be sold hereunder, (B) the issuance by the Guarantor Company of any common shares upon the exercise of an option or warrant or Convertible Debentures pursuant to the conversion of a security outstanding on the date hereofDebenture Purchase Agreement, (C) issuances and purchases the issuance by the Trust of the Trust Common Securities pursuant to the TransactionsCommon Securities Purchase Agreement, (D) the issuance by the Guarantor Company of common shares as consideration in an acquisition of Common Stock upon conversion of the stock or assets of another entity or any contract or offer to enter into a contract therefor or Convertible Preferred Securities sold hereunder and the related Convertible Debentures, (E) the grant issuance by the Company of shares of Common Stock or issuance of any securities of the type described in the immediately preceding sentence options to purchase Common Stock pursuant to employee benefit plans described in the Final Memorandum or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of (F) transactions by an person other than the Company or warrants the Trust pertaining to purchase debt shares of Common Stock or other securities acquired in open market transactions after the completion of the Company in each case offering of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Convertible Preferred Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes Securities set forth opposite such Initial PurchaserUnderwriter’s name on in Schedule A I hereto at a purchase price of 99.0098.75% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount all or a portion of Additional Notes Securities at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised on behalf of the Underwriters in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant giving written notice to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the principal amount of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0098.60% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from September 15, 2020 to the Closing Date (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 100,000,000 principal amount of Additional Notes Securities, for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such The Representatives may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000time in part by giving written notice. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date (a) must be at least one business day after the written notice is given, (b) may not be the same as the Closing Date but not earlier than the Closing Date nor for the Firm Securities, (c) may not be later than three ten business days after the date of such noticenotice and (d) may not be later than the last day of the 13-day period beginning on, and including, the Closing Date of the Firm Securities. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representatives may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.00% of the $344.07 per $1,000 principal amount at maturity thereof (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the a one-time right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 169,200,000 principal amount at maturity of Additional Notes Securities at the Purchase Price. If you, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by on behalf of the Initial Purchasers on one or more occasionsPurchasers, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightoption, the Initial Purchasers you shall so notify the Company in writing not later than 13 30 days after the Closing Datedate of this Agreement, which notice shall specify the principal amount at maturity of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. Such Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. The principal amount of If any such Additional Notes Securities are to be sold to purchased, each Initial Purchaser shall be agrees, severally and not jointly, to purchase the principal amount at maturity of Additional Securities (subject to such adjustments to eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount at maturity of Additional Notes being Securities to be purchased as the principal amount at maturity of Firm Notes Securities set forth Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount at maturity of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.50% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 60,000,000 principal amount of Series A Notes and up to $60,000,000 principal amount of Series B Notes, in each case representing the Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, to the date of payment and delivery. The Representatives may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Company; provided that any Option Closing Date to (as defined below) shall occur within a period (the Option “Exercise Period”) of thirteen calendar days from, and including, the Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be within the Exercise Period, and must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three five business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representatives may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Upon the basis of the representations and warranties of the Underwriters herein contained, the Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties of the Company herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company (i) the respective principal amount at maturity of the Series A Firm Notes Securities set forth in Schedule II hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.75% of the principal amount thereof (the “Series A Purchase Price”) and (ii) the respective principal amount of the Series B Firm Securities set forth in Schedule II hereto opposite its name at a purchase price of 97.75% of the principal amount thereof (the “Series B Purchase Price”, and together with the Series A Purchase Price, the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, (i) up to $250,000,000 13,125,000 principal amount of Series A Additional Notes Securities at the Series A Purchase Price and/or (ii) up to $13,125,000 principal amount of Series B Additional Securities at the Series B Purchase Price, plus accrued interest, if any, . The Representative may exercise this right on behalf of the Underwriters in whole or from the Closing Date time to the Option Closing Date. Such right may be exercised time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect giving written notice of each election to exercise such right, the Initial Purchasers shall so notify the Company in writing this option not later than 13 30 days after the Closing Date, which date hereof. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 4. The On the day, if any, that Additional Securities are to be purchased (each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representative, on behalf of the Underwriters, may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule II opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm NotesSecurities. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees covenants with each Underwriter that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheldRepresentative on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Final MemorandumProspectus relating to the Public Offering, (i1) 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 shares stock, par value $.01 per share, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for common Common Stock; (2) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than to the Guarantor extent required by any registration rights agreement among the Company and Deutsche Lufthansa AG in existence on the date of this agreement and other than amendments to existing registration statements relating to such registration rights agreement or (ii3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the GuarantorCommon Stock, whether any such transaction described in clause (i1), (2) or (ii3) above is to be settled by delivery of common shares of the Guarantor Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the sale of any Securities to the Securities under Underwriters pursuant to this Agreement, (Bb) the issuance by the Guarantor Company of any common shares of Common Stock upon the exercise of an option or warrant or warrant, the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (Cthe “2033 Convertible Notes”), the Company’s 3¾% Convertible Debentures due 2035 (the “2035 Convertible Debentures”) issuances and purchases pursuant to or upon conversion of the TransactionsSecurities as described in the Prospectus, (Dc) the issuance by the Guarantor Company of common any shares as consideration in an acquisition of Common Stock or options or other rights to employees of the stock Company on or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on after the date hereof pursuant to the Company’s equity incentive plans as described in or incorporated by reference into the Time of Sale Prospectus or pursuant to the Company’s defined contribution plan and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose issuance by the Company of shares of Common Stock upon the exercise of any debt such options or the vesting of any such other rights; (d) any securities issued or issuable in connection with the Company Company’s stockholders rights plan; or warrants to purchase debt of (e) the Company in each case establishment of a type substantially similar trading plan pursuant to Rule 10b5-1 under the Notes (other than Exchange Act for the sale transfer of Common Stock during the Notes under this Agreement)90-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.75 % of the principal amount at maturity thereof (the “"Purchase Price”)") plus accrued interest, if any, to the Closing Date. Promptly following the Closing Date, you, on behalf of the Initial Purchasers, shall reimburse the Company of all reasonable expenses paid by the Company in connection with the offering of securities and transactions contemplated by this Purchase Agreement, including pursuant to Section 6(e) hereof. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the a one-time right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 $ 50,000,000.00 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such right may be exercised by If you, on behalf of the Initial Purchasers on one or more occasionsPurchasers, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightoption, the Initial Purchasers you shall so notify the Company in writing not later than 13 30 days after the Closing Datedate of this Agreement, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering exercises of the option made in connection with the offering of the Firm Securities. The If any Additional Securities are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of Morgan Stanley & Co. Inc▇▇▇▇▇▇t▇▇ ▇▇ ▇ehalf of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after beginning on the date of hereof and ending February 15, 2002 (the Final Memorandum, "Expiration Date") (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 shares stock or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantorstock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance and sale of the Securities under this AgreementFirm Securities, (B) the issuance of the Underlying Securities, (C) the issuance by the Guarantor Company of any shares of common shares stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactionssecurity, (D) the issuance by granting of additional options or restricted stock under the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or Company's existing employee benefit plans, (E) the grant or issuance of any securities shares of common stock by the Company in connection with the acquisitions of other companies or businesses by the Company, (F) the issuance of shares of common stock or warrants to acquire common stock in connection with strategic transactions or financing arrangements by the Company, (G) sales or other transfers by the Company's executive officers and directors collectively in an amount not to exceed 1,000,000 shares of the type Company's common stock, (H) transactions by the Company's executive officers and directors relating to shares of the Company's common stock or other securities acquired in open market transactions after the completion of the transactions described in the immediately preceding sentence pursuant Memorandum, (I) the exercise of stock options granted by the Company, (J) transfers by gift, will or intestacy and transfers to employee benefit related parties and (K) transactions relating to shares of common stock or compensation plans or agreements. The Company hereby agrees that, without other securities acquired in open market transactions after the prior written consent completion of the Initial Purchasersoffering of the Securities; provided, it will nothowever, during with respect to clauses (E), (F) and (J) that if any common stock is issued prior to the period beginning on Expiration Date or if any securities convertible into common stock are issued that are convertible into common stock prior to the date hereof and continuing to and including the Closing Expiration Date, offerthe recipient thereof shall agree, selluntil February 15, contract 2002, to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar comply with subsections (i) and (ii) above, subject to the Notes (other than same exceptions granted to the sale of Company's directors and executive officers as set forth in the Notes under this Agreement).Lock Up Letter attached hereto as Exhibit C. ---------

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity amounts of Firm Notes Securities set forth in Schedule II hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a the purchase price of 99.00% of the principal amount thereof (the “Purchase Price”)set forth in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 48.75 million principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such right The Underwriters may be exercised exercise these rights in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect giving written notice of each election to exercise such right, the Initial Purchasers shall so notify the Company in writing foregoing option not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 43 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional securities as you may determine) that bears the same proportion to the aggregate principal amount total number of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule II hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. on behalf of the Initial Purchasers, which consent will not be unreasonably withheldUnderwriters, it will not, during the period ending 90 days after the date of the Final MemorandumProspectus, (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 common shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for common Class A Common Stock, (ii) file any registration statement with the Commission relating to the offering of any shares of the Guarantor Class A Common Stock or (iiiii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the GuarantorClass A Common Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of common shares of the Guarantor Common Stock or such other securities, in cash or otherwise. The foregoing sentence paragraph shall not apply to (Ai) the sale of Securities to be sold hereunder or the Securities under this AgreementUnderlying Securities, (Bii) the issuance by the Guarantor Company of any common shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof and as described in the Prospectus (or filing a registration statement with the Commission related to the issuance or resale of such Class A Common Stock), (C) issuances and purchases pursuant to the Transactions, (Diii) the issuance by the Guarantor Company of common any shares as consideration in an acquisition of Common Stock, options or other securities to or for the benefit of employees of the Company on or after the date hereof pursuant to the Company’s employee stock ownership plan or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type equity incentive plans as described in the immediately preceding sentence pursuant Time of Sale Prospectus or the Registration Statement and the issuance by the Company of shares of Class A Common Stock upon the exercise of any such options or other securities (or filing a registration statement with the Commission related to employee benefit the issuance or compensation plans or agreementsresale of such Class A Common Stock). The Company hereby agrees that, without If: (1) during the prior written consent last 17 days of the Initial Purchasers90-day restricted period described in the third paragraph of this Section 2, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period described in the third paragraph of this Section 2, the Company announces that it will not, release earnings results during the 16-day period beginning on the date hereof last day of the restricted period; and continuing in each case (3) at the end of the 90-day restricted period described in the third paragraph of this Section 2, (i) the Company’s shares are not “actively traded securities” as such term is defined in Regulation M under the Securities Act or (ii) the Underwriters are not able to and including the Closing Date, offer, sell, contract to sell publish or otherwise dispose of any debt of distribute research reports concerning the Company or warrants its industry pursuant to purchase debt Rule 139 of the Company in each case of a type substantially similar Securities Act, then the restrictions imposed by this Agreement shall continue to apply until the Notes (other than the sale expiration of the Notes under this Agreement)18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.25% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell hereby grants to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 41,250,000 aggregate principal amount of Additional Notes Securities, for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such The Representatives may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase from the Company the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial PurchasersUnderwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreeagrees to purchase, severally and not jointly, to purchase from the Company the aggregate principal amount at maturity of Firm Notes Securities set forth opposite such Initial Purchaser’s the name of each Underwriter on Schedule A hereto hereof, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of this Section 9, at a purchase price of 99.0097% of the aggregate principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSenior Securities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to an additional $250,000,000 4,600,000 aggregate principal amount of Additional Notes Securities at the Purchase Price, plus Price (without giving effect to any accrued interest, if any, interest from the Closing Date to the relevant Option Closing Date). Such The Representatives may exercise this right may be exercised on behalf of the Underwriters in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing giving written notice not later than 13 30 (thirty) days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the aggregate principal amount of Additional Notes Senior Securities to be purchased by the Initial Purchasers Underwriters and the date on which such aggregate principal amount of Additional Notes Senior Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Senior Securities nor later than three ten business days after the date of such notice. Additional Notes Senior Securities may be purchased as provided in Section 45 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Senior Securities. The On each day, if any, that Additional Senior Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount Senior Securities that bears the same proportion to the total aggregate principal amount of Additional Notes being Senior Securities to be purchased on such Option Closing Date as the aggregate principal amount of Firm Notes Senior Securities set forth in Schedule A hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the total aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Senior Securities.

Agreements to Sell and Purchase. The Company Escrow Issuer hereby agrees to issue and sell to the Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company Escrow Issuer the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.00100% of the principal amount thereof (the “Purchase Price”). On , which the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers Representative shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes deposit at the Purchase PriceClosing Date into the Escrow Accounts (the “Escrow Payment”), plus accrued and unpaid interest, if any, from the Closing Date July 11, 2024 to the Option Closing Date. Such right may be exercised Upon satisfaction of the Escrow Release Conditions (or upon any waivers thereof permitted by the Escrow Agreement), concurrently with the Release, as compensation for the services rendered by the Initial Purchasers on one or more occasionsto the Escrow Issuer in respect of the issuance and sale of the Securities, but the total principal amount that may be acquired pursuant Escrow Issuer, the Issuer and the Guarantors, including the Company, jointly and severally, agree to such exercises shall be limited to $250,000,000. Each time pay the Initial Purchasers elect to exercise such right, a commission in the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify amount of 1.50% of the principal amount of Additional Notes the Securities (the “Escrow Purchasers’ Commission”), with such Escrow Purchasers’ Commission to be purchased by paid directly to the Representative on behalf of the Initial Purchasers and out of the date on which such Additional Notes are to Escrowed Funds upon the Release. The Escrow Purchasers’ Commission will be purchased. Such date may be allocated among the Initial Purchasers in the same proportions as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of Securities is allocated among the Initial PurchasersPurchases in Schedule I hereto. In the event a Special Mandatory Redemption occurs, which consent the Initial Purchasers will not be unreasonably withheld, it will not, during entitled to receive the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Escrow Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)’ Commission.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.25% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesUnderwriters, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 22,500,000 principal amount of Additional Notes Securities to cover over-allotments at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised on behalf of the Underwriters in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant giving written notice to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering over-allotments. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, to the Closing Date (as defined in Section 4). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 52,500,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, to the date of payment and delivery. The Representative may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Company, provided that any Option Closing Date to (as defined below) shall occur within a period (the Option “Exercise Period”) of thirteen calendar days from, and including, the Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be within the Exercise Period, and must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representative may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Firm Securities to the several Initial PurchasersPurchasers as hereinafter provided, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, agrees to purchase severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto Securities at a purchase price of 99.0097.25% of the principal amount thereof (the “Purchase Price”"PURCHASE PRICE"), in the respective principal amount of Securities set forth opposite such Initial Purchaser's name in Schedule I hereto plus accrued interest, if any, from May 17, 2007, to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchasepurchase in whole, solely or from time to cover over-allotments, severally and not jointlytime in part, up to $250,000,000 25,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such right may be exercised by If you on behalf of the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightoption, the Initial Purchasers you shall so notify the Company in writing not later than 13 30 days after the Closing Datedate of this Agreement, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such date may be The Company acknowledges and agrees that the same Initial Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Securities and the Underlying Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Closing Date but not earlier than Company or any other person. Additionally, no Initial Purchaser is advising the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased Company or any other person as provided to any legal, tax, investment, accounting or regulatory matters in Section 4any jurisdiction. The principal amount of Additional Notes to be sold to each Initial Purchaser Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the principal amount that bears transactions contemplated hereby, and the same proportion Initial Purchasers shall have no responsibility or liability to the aggregate principal amount of Additional Notes being purchased as Company with respect thereto. Any review by the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each Purchasers of the Company and Company, the Guarantor transactions contemplated hereby agrees that, without or other matters relating to such transactions will be performed solely for the prior written consent benefit of the Initial Purchasers, which consent will Purchasers and shall not be unreasonably withheld, it will not, during the period ending 90 days after the date on behalf of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Company.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.5% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 11, 2019 to the Closing Date (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 83,500,000 principal amount of Additional Notes Securities at the Purchase Price, plus accrued interest, if any, . The Representatives may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Closing Date to Company; provided that the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasionsDate (as defined below) shall occur within a period of 13 calendar days from, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightand including, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which . Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of Securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representatives may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof (the “Purchase Price”) of 66.75% of the principal amount thereof, plus accrued interest, if any, to the Closing Date (as defined in Section 4 hereof). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right but not the obligation to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 15,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such right may be exercised by If you, on behalf of the Initial Purchasers on one or more occasionsPurchasers, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightoption, the Initial Purchasers you shall so notify the Company in writing not later than 13 30 days after the Closing Datedate of this Agreement, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of L▇▇▇▇▇ Brothers Inc., on behalf of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common shares stock or any securities convertible into or exercisable or exchangeable for common shares stock of the Guarantor Company or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares stock of the GuarantorCompany, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale Securities to be sold hereunder or (B) transactions relating to shares of common stock of the Securities under this Agreement, Company or other securities acquired in open market transactions after the completion of the Offering or (BC) the issuance by the Guarantor Company of any shares of its common stock to be used in the context of strategic investments or acquisitions for which the Initial Purchasers have previously been consulted or (D) (i) the 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 hereof, ; and (C) issuances and purchases pursuant to the Transactions, (Dii) the issuance by the Guarantor Company of shares or options to purchase shares of common stock, and the issuance of shares upon the exercise of such options, that are eligible for issuance under the Company’s 1996, 2002 and 2006 Equity Incentive Plans, as consideration amended, on the Closing Date (as defined in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor Section 4 hereof), or (E) the grant or issuance of any securities by the Company of the type described Underlying Securities upon conversion of the Securities in accordance with the immediately preceding sentence pursuant to employee benefit or compensation plans or agreementsprovisions of the Indenture. The Company hereby agrees thatNotwithstanding the foregoing, without the prior written consent L▇▇▇▇▇ Brothers Inc., on behalf of the Initial Purchasers, it will not, not unreasonably withhold its consent to a waiver of the restrictions in the first sentence of this paragraph in the event that the Company is able to issue securities on commercially acceptable terms during such 90-day period. Nothing contained in this agreement shall be construed to prevent the period beginning Company from filing with the Commission a universal shelf registration statement on Form S-3 from the 30th day after the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Final Memorandum.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity amounts of Firm Notes Securities set forth in Schedule II hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof $24.25 per Security (the “"Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, severally and not jointly, the Additional Securities or any portion of the aggregate principal amount of Additional Securities at the Purchase Price. The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement, provided that this right may be exercised solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes at allotments made in connection with the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Dateoffering. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date for the Firm Securities nor later than three ten business days after the date of such notice; provided, however, that if notice is received prior to the Closing Date, the purchase date will be the Closing Date. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (each an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Manager may determine) that bears the same proportion to the aggregate principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule II hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Initial PurchasersPurchaser, and the Initial PurchasersPurchaser hereby agrees to purchase from the Company, upon at the price per $1,000 principal amount at maturity set forth in the Pricing Agreement, the Initial Securities. (b) In addition, on the basis of the representations and warranties herein contained, but contained and subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditionsconditions herein set forth, the Company agrees to sell hereby grants an option to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right Purchaser to purchase, solely to cover over-allotments, severally and not jointly, purchase up to an additional $250,000,000 65,000,000 principal amount of Additional Notes Securities at the Purchase Price, same price as is to be paid by the Initial Purchaser for the Initial Securities (plus accrued interest, if any, from the Closing Date to the Option Closing DateDate of Delivery) on the terms set forth in the Pricing Agreement. Such right The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the subsequent resale of the Initial Securities upon notice by the Initial Purchasers on one or more occasionsPurchaser to the Company setting forth the number of Option Securities as to which the Initial Purchaser is then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Initial Purchaser, but the total principal amount that may shall not be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 seven full business days after the exercise of said option, nor in any event prior to the Closing Date, which notice shall specify as hereinafter defined. If the principal amount option is exercised as to all or any portion of Additional Notes to be purchased by the Option Securities, the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date Purchaser will purchase that number of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Option Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity amounts of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.375% of the principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from February 12, 2013 to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of the Additional Notes Securities at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least two business days after the written notice is given, unless waived in writing by the Company, and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers, upon On the basis of the representations representations, warranties and warranties covenants herein contained, but and subject to the conditions hereinafter stated, agree, severally herein and not jointly, any adjustments made in accordance with Section 3(c) and 13 hereof, (i) The Company agrees to issue and sell the Firm Securities to the Underwriter; and (ii) The Underwriter agrees to purchase from the Company the principal amount at maturity number of Firm Notes Securities set forth opposite such Initial Purchaserthe Underwriter’s name on in Schedule A hereto at a I hereto, subject to such adjustments as the Underwriter in its sole discretion shall make to eliminate any sales or purchases of fractional Offered Securities. (iii) The purchase price of 99.00per Common Unit to be paid by the Underwriter to the Company shall be $[•] per Common Unit (92% of the principal amount thereof per Common Unit public offering price) and the purchase for one Pre-funded Unit shall be $[•] (or 92% of the public offering price for one Pre-funded Unit less $0.001) (the “Purchase Price”). On Each Pre-funded Warrant shall entitle the basis holder to purchase one share of Common Stock at an exercise price of $0.001 per share of Common Stock until such time as the Pre-funded Warrants are exercised in full, subject to adjustment as provided in the Pre-funded Warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the representations and warranties contained Final Prospectus. (iv) Payment for the Firm Securities (the “Firm Securities Payment”) shall be made by wire transfer in this Agreement, and subject immediately available funds to its terms and conditions, the accounts specified by the Company agrees to sell to the Initial Purchasers Underwriter at the Additional Notesoffices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at 10:00 a.m., ET, on [•], 2023 or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Initial Purchasers Company may agree upon in writing (the “Closing Date”). The Firm Securities Payment shall have be made against delivery of the right Firm Securities to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes at the Purchase Price, plus accrued interest, if any, from be purchased on the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasionsUnderwriter with any transfer taxes, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company stamp duties and other similar taxes payable in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) connection with the sale of the Firm Securities under this Agreement, (B) the issuance duly paid by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Company.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the principal respective amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 30,000,000 principal amount of Additional Notes Securities at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect in part by giving written notice of each election to exercise such right, the Initial Purchasers shall so notify the Company in writing this option not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date for the Firm Securities nor later than three ten business days after the date of such notice. Should such date be subsequent to the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall provide such notice no later than three days prior to such date. If any Additional Notes may Securities are to be purchased as provided in Section 4. The purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased as the principal amount of Firm Notes Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10Securities. Each of the The Company and the Guarantor hereby agrees that, without the prior written consent of the Managers on behalf of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 60 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of Common Stock or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the GuarantorCommon Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale and issuance of the Securities under this Agreement, (B) the issuance of Underlying Securities upon conversion of the Securities in accordance with their terms, (C) the issuance by the Guarantor Company of any common shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases or in the case of an option granted after the date hereof, pursuant to existing employee benefit plans of the TransactionsCompany or any of its subsidiaries, of which the Initial Purchasers have been advised in writing, (D) the issuance granting by the Guarantor Company of common any options to purchase shares as consideration of Common Stock or any restricted stock units or the sale by the Company of any shares of Common Stock, in an acquisition each case pursuant to any existing employee benefit plan or direct stock plan of the stock or assets of another entity Company or any contract or offer to enter into a contract therefor or of its subsidiaries, (E) the grant or issuance by the Company of any securities shares of Common Stock in connection with the acquisition of or merger with or into any other company or the acquisition of any assets, (F) the sale of Common Stock on or after May 4, 2004 by directors or executive officers under existing plans or agreements meeting the requirements of Rule 10b5-1 under the Exchange Act for the pre-arranged sale of shares of Common Stock or (G) the sale of Common Stock by TPG Semiconductor Holdings LLC (“TPG Holdings”) or TPG ON Holdings LLC, provided that this exception shall not affect the applicability of any sales restrictions pursuant to (i) the Underwriting Agreement dated February 3, 2004 among the Company, TPG Holdings and the Underwriters as defined therein (the “February Underwriting Agreement”) or (ii) any lock-up agreement executed pursuant to the February Underwriting Agreement; provided that in the case of any issuance, transfer or disposition pursuant to clause (E), (i) each recipient of such shares shall agree in writing, for the benefit of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent Managers on behalf of the Initial Purchasers, it will not, during that such shares shall remain subject to restrictions identical to those contained in the first sentence of this paragraph for the remainder of the period beginning on for which the date hereof Company is bound thereunder, and continuing each such recipient shall execute and deliver to the Managers a duplicate of such writing, and including the Closing Date(ii) if a filing by any party to such issuance, offertransfer or disposition (issuer, selltransferor, contract to sell disposer, recipient or otherwise dispose of any debt transferee) under Section 16(a) of the Company Exchange Act shall be required in connection with such issuance, transfer or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes disposition (other than a filing on a Form 5 made after the sale expiration of the Notes 60-day period referred to above), such party shall provide the Managers no less than seven days prior written notice of such filing (it being understood that no such filing shall be made by any such party if not required to be made under this Agreementthe Exchange Act).

Agreements to Sell and Purchase. The (a) On the basis of the ------------------------------- representations, warranties and covenants contained in this Agreement, and subject to the terms and conditions contained herein, the Company hereby agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Purchasers agree, severally and not jointly, to purchase from the Company Company, the principal amount at maturity of Firm Notes Debentures set forth opposite such Initial Purchaser’s its name as set forth on Schedule A hereto at a purchase price of 99.00equal to 98.97% of the principal amount at maturity thereof (the “"Purchase Price”"). -------------- (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell to the Initial Purchasers the Additional Notes, Debentures and (ii) the Initial Purchasers shall have a right, but not the right obligation, to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of the Additional Notes Debentures, from the Company at the Purchase Price, plus accrued interest, if any, . Additional Debentures may be purchased solely for the purpose of covering over-allotments made in connections with the Offering of the Firm Debentures. The Initial Purchasers may exercise their right to purchase Additional Debentures in whole or in part from the Closing Date time to time by giving written notice thereof to the Option Closing DateCompany at any time within 30 days after the date of this Agreement. Such right may be exercised by ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation shall give any such notice on behalf of the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to and such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the aggregate principal amount at maturity of Additional Notes Debentures to be purchased by the Initial Purchasers pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such Additional Notes are to notice shall be purchased. Such date may be the same as the Closing Date but not a business day (i) no earlier than the Closing Date nor (as hereinafter defined), (ii) no later than three five business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes Debentures are to be sold to purchased, each Initial Purchaser shall be Purchaser, severally and not jointly, agrees to purchase from the Company the principal amount that at maturity of Additional Debentures which bears the same proportion to the aggregate total principal amount at maturity of Additional Notes being Debentures to be purchased from the Company as the principal amount at maturity of Firm Notes Debentures set forth opposite the name of such Initial Purchaser on in Schedule A hereto bears to the aggregate total principal amount at maturity of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Debentures.

Agreements to Sell and Purchase. The On the basis of the representations and ------------------------------- warranties contained in this Agreement, and subject to the terms and conditions contained in this Agreement, the Company hereby agrees to issue and sell to the Initial Purchasers, and the each Initial Purchasers, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreePurchaser agrees, severally and not jointly, to purchase from the Company Company, Notes in the respective principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount of Additional Notes at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on in Schedule A hereto bears I hereto, plus such amount as they may individually become obligated to the aggregate principal amount of Firm Notes, as adjusted purchase pursuant to Section 108 hereof, at a purchase price per Security equal to the percentage of the principal amount thereof set forth in the table on the cover page of the Offering Memorandum under the heading "Proceeds to the Company" (the "Purchase Price"). Each The portion of the Purchase Price so set forth in the Offering Memorandum will be paid into the Escrow Account. The Notes will be offered and sold to you without being registered under the Act in reliance on an exemption therefrom. The Company has prepared a preliminary offering memorandum dated November 20, 1996 (such preliminary offering memorandum is referred to herein as the "preliminary offering memorandum"), and an offering memorandum dated November 21, 1996 (such offering memorandum, in the form first furnished to the Initial Purchasers for use in connection with the offering of the Notes, is referred to herein as the "Offering Memorandum"), setting forth information regarding the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreementsNotes. The Company hereby agrees that, without confirms that it has authorized the prior written consent use of the Initial Purchaserspreliminary offering memorandum and the Offering Memorandum in connection with the offering and resale of the Notes. Holders (including subsequent transferees) of the Notes will have the registration rights set forth in the Registration Rights Agreement (the "Registration Rights Agreement"), it will not, during the period beginning on the date hereof and continuing to and including be dated the Closing Date, offerin substantially the form of Exhibit B hereto, sellfor so long as such Notes constitute "Registrable Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, contract to sell or otherwise dispose of any debt of the Company or warrants will agree to purchase debt file with the Commission under the circumstances set forth therein (i) a registration statement under the Act (the "Exchange Offer Registration Statement"), registering an issue of the Company senior notes identical in each case of a type substantially similar all material respects to the Notes (other than the sale of "Exchange Notes"), to be offered in exchange for the Notes (the "Exchange Offer"), or (ii), under this Agreementcertain circumstances, a registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and collectively, with the Exchange Offer Registration Statement, the "Registration Statements").

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers, upon Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreethe Operating Partnership hereby agrees to sell to the several Initial Purchasers the Firm Securities as provided in this Agreement, the Company agrees to guarantee the Firm Securities as provided in the Indenture and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0096.75% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Operating Partnership agrees to sell to the Initial Purchasers the Additional NotesSecurities, the Company agrees to guarantee the Additional Securities as provided in the Indenture and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 15,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing part by giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three five full business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the principal amount Company, at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof US$[●] per ADS (the “Purchase Price”), the respective numbers of Firm Securities set forth opposite their respective names in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesOptional Securities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 principal amount from the Company the Optional Securities in the form of Additional Notes American Depositary Shares at the Purchase Price, plus accrued interest, if any, Price and in the respective numbers of Optional Securities set forth opposite the name of each such Underwriter in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from the Closing Date time to the Option Closing Date. Such right may be exercised time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount number of Additional Notes Optional Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Optional Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Optional Securities may be purchased as provided in Section 44 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. The principal amount of Additional Notes On each day, if any, that Optional Securities are to be sold purchased (an “Optional Closing Date”), each Underwriter agrees, severally and not jointly, to each Initial Purchaser shall be purchase the principal amount number of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the aggregate principal amount total number of Additional Notes being Optional Securities to be purchased on such Optional Closing Date as the principal amount number of Firm Notes Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate principal amount total number of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0098.75% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 3, 2020 to the Closing Date (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 150,000,000 principal amount of Additional Notes Securities, for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such The Representatives may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or more occasions, but the total principal amount that may be acquired pursuant from time to such exercises shall be limited to $250,000,000time in part by giving written notice. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date (a) must be at least one business day after the written notice is given, (b) may not be the same as the Closing Date but not earlier than the Closing Date nor for the Firm Securities, (c) may not be later than three ten business days after the date of such noticenotice and (d) may not be later than the last day of the 13-day period beginning on, and including, the Closing Date of the Firm Securities. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representatives may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097% of the principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from May 27, 2022 to the Closing Date (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 30,000,000 principal amount of Additional Notes Securities, solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option date of payment and delivery. The Representative may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Company; provided that in no event shall the Additional Securities be issued on a date later than the last day in the 13-day period beginning on, and including, the Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. On each day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be eliminate fractional Securities as the principal amount Representative may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Firm Securities to the several Initial PurchasersPurchasers as hereinafter provided, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees to purchase, severally and not jointly, to purchase from the Company the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto Securities at a purchase price of 99.0097% of the principal amount thereof (the “Purchase Price”), in the respective principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto plus accrued interest, if any, from September 19, 2005 to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchasepurchase in whole, solely or from time to cover over-allotments, severally and not jointlytime in part, up to $250,000,000 10,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date (as defined below) to the Option Closing Datedate of payment and delivery. Such right may be exercised by If you, on behalf of the Initial Purchasers on one or more occasionsPurchasers, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightoption, the Initial Purchasers you shall so notify the Company in writing not later than 13 30 days after the Closing Datedate of this Agreement, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three seven business days after the date of such notice. Additional Notes may be purchased The Company acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities and the Underlying Securities contemplated hereby (including in connection with determining the terms of the offering) and not as provided a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in Section 4any jurisdiction. The principal amount of Additional Notes to be sold to each Initial Purchaser Company shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the principal amount that bears transactions contemplated hereby, and the same proportion Initial Purchasers shall have no responsibility or liability to the aggregate principal amount of Additional Notes being purchased as Company with respect thereto. Any review by the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each Purchasers of the Company and Company, the Guarantor transactions contemplated hereby agrees that, without or other matters relating to such transactions will be performed solely for the prior written consent benefit of the Initial Purchasers, which consent will Purchasers and shall not be unreasonably withheld, it will not, during the period ending 90 days after the date on behalf of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Company.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.875% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, from May 22, 2020 to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 45,000,000 principal amount of Additional Notes Securities, solely to cover overallotments, at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing DateDate (as defined below). Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to Any exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not (x) earlier than the Closing Date nor closing date for the Firm Securities, (y) later than three the 13th calendar day from, and including, the closing date for the Firm Securities or (z) later than ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 hereof solely to cover overallotments. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate Securities in denominations other than $1,000 as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Subject to such adjustments as you may determine in order to avoid fractional Securities, the Company hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeeach Underwriter, severally and not jointly, hereby agree, subject to purchase from all the Company the principal amount at maturity of Firm Notes terms and conditions set forth opposite such Initial Purchaser’s name on Schedule A hereto at a purchase price of 99.00% of the principal amount thereof (the “Purchase Price”). On herein and upon the basis of the representations representations, warranties and warranties contained agreements of the Company herein contained, to enter into the Purchase Contracts underlying the number of Firm Securities set forth in Schedule I hereto. In connection therewith, the Underwriters agree to purchase, at the direction of the Company and for the benefit of holders of the TAPS, the Treasury Notes underlying the Firm Securities with respect to which the Company and the Underwriters are to enter into the Purchase Contracts. The Treasury Notes will be pledged with the Collateral Agent to secure the holders' obligations to purchase Common Stock under the Purchase Contracts. Such pledge shall be effected by the transfer to the Collateral Agent by Federal Reserve Bank-Wire of the Treasury Notes to be pledged on the Closing Date (as hereinafter defined) in accordance with the Pledge Agreement. The price per Firm Security to be paid by the Underwriters shall be $________ ([all] [a portion of which] will be paid by the Underwriters to purchase Treasury Notes underlying such Firm Security). The purchase price of the Treasury Notes underlying each Firm Security shall be $_______. In the event the purchase price of the Treasury Notes exceeds their aggregate principal amount, the Company shall pay to the Underwriters the amount of such excess as the additional purchase price necessary to acquire such Treasury Notes. In connection with the transactions contemplated by this Agreement, the Company also agrees to pay the Underwriters on the Closing Date (as hereinafter defined) commission in the amount of $________ per Firm Security. The Company also agrees, subject to all the terms and conditions set forth herein and upon the basis of the representations, warranties and agreements of the Company herein contained and subject to its all the terms and conditionsconditions set forth herein, that the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers Underwriters shall have the right to purchaseenter into Purchase Contracts relating to up to an aggregate of 2,550,000 Additional Securities, solely pursuant to cover an option (the "over-allotmentsallotment option") which may be exercised at any time and from time to time prior to 5:00 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). Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, up agrees to $250,000,000 principal amount enter into Purchase Contracts with the Company relating to that number of Additional Notes at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant Securities (subject to such exercises shall be limited adjustments as you may determine in order to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, avoid fractional Securities) which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount that bears the same proportion to the aggregate principal amount number of Additional Notes being purchased Securities as the principal amount number of Firm Notes Securities set forth opposite the name of such Initial Purchaser on Underwriter in Schedule A I hereto (or such number of Firm Securities increased as set forth in Section 10 hereof) bears to the aggregate principal amount number of Firm NotesSecurities. In connection with any exercise of the over-allotment option, as adjusted pursuant the Underwriters agree to Section 10. Each purchase, at the direction of the Company and for the Guarantor hereby agrees that, without the prior written consent benefit of holders of the Initial PurchasersTAPS, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement).the

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule II hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a the purchase price of 99.00% of the principal amount thereof set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 the aggregate principal amount of Additional Notes Securities set forth in Schedule I hereto at the Purchase Price, plus accrued interest, if any, . You may exercise this right on behalf of the Underwriters in whole or from the Closing Date time to the Option Closing Date. Such right may be exercised time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 hereof solely for the purpose of covering sales in excess of the principal amount of Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate denominations of less than $1,000 as you may determine) that bears the same proportion to the aggregate principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule II hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell an aggregate of 1,500,000 Firm Shares to the Initial Purchasers, Underwriters and the Initial PurchasersSelling Stockholders agree to sell an aggregate of 250,000 Firm Shares to the Underwriters, upon each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto Selling Stockholders at a purchase price of 99.00% $[ ] ($[ ], less the underwriting discount of the principal amount thereof $[ ]) per Share (the “Purchase Pricepurchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On The Company and the Selling Stockholders hereby also agree to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, purchase from the Company and the Selling Stockholders up to 262,500 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely to cover 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, up agrees to $250,000,000 principal amount purchase the number of Additional Notes at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant Shares (subject to such exercises shall be limited adjustments as you may determine to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount avoid fractional shares) that bears the same proportion to the aggregate principal amount total number of Additional Notes being Shares to be purchased by the Underwriters as the principal amount number of Firm Notes Shares set forth opposite the name of such Initial Purchaser on Underwriter in Schedule A I hereto bears to the aggregate principal amount total number of Firm Notes, as adjusted pursuant Shares. The option to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not purchase Additional Shares may be unreasonably withheld, it will not, during the period ending 90 exercised at any time within 30 days after the date of the Final MemorandumProspectus, (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 common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other but no more than the sale of the Notes under this Agreement)once.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasersseveral Underwriters, and the Initial Purchaserseach Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0098.0% of the aggregate principal amount thereof (the “"Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers Underwriters the Additional NotesSecurities, and the Initial Purchasers Underwriters shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 22,500,000 aggregate principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, from the Closing Date to the Option Closing Datedate of payment and delivery. Such You may exercise this right may be exercised on behalf of the Underwriters in whole or from time to time in part by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing giving written notice not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the aggregate principal amount of Additional Notes Securities to be purchased by the Initial Purchasers Underwriters and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 hereof solely for the purpose of covering over-allotments in connection with the offering of Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate denominations of less than $1,000 as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser on Schedule A hereto Underwriter bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.50% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchaseright, solely to cover over-allotments, to purchase, severally and not jointly, up to $250,000,000 20,000,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interest, if any, to the date of payment and delivery. You may exercise this right on behalf of the Initial Purchasers in whole or from time to time in part by giving written notice to the Closing Date to Company, provided that the Option Closing Date. Such right may be exercised by Date (as defined below) related to any such notice occurs during the Initial Purchasers on one or more occasions13-day period beginning on, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such rightand including, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which . Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date closing date for the Firm Securities nor later than three ten business days after the date of such notice. Additional Notes Securities may be purchased as provided in Section 44 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. The On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on such Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and the each Initial PurchasersPurchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreeagrees, severally and not jointly, to purchase from the Company the respective principal amount at maturity of Firm Notes Securities set forth in Schedule I hereto opposite such Initial Purchaser’s its name on Schedule A hereto at a purchase price of 99.0097.0% of the principal amount thereof (the “Purchase Price”)) plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional NotesSecurities, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments, severally and not jointly, up to $250,000,000 22,500,000 principal amount of Additional Notes Securities at the Purchase Price, Price plus accrued interestinterest from May 26, if any, from the Closing Date 2015 to the Option Closing DateDate (as defined below) solely for the purpose of covering sales of Additional Securities in excess of the number of the Firm Securities. Such You may exercise this right may be exercised by on behalf of the Initial Purchasers on one in whole or in part (but not more occasions, but the total principal amount that may be acquired pursuant than once) by giving written notice to such exercises shall be limited to $250,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 30 days after the Closing Date, which date of this Agreement. Any exercise notice shall specify the principal amount of Additional Notes Securities to be purchased by the Initial Purchasers and the date on which such Additional Notes Securities are to be purchased. Such The purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date but not earlier than the Closing Date nor later than three ten business days after the date of such notice. On such day, if any, that Additional Notes may Securities are to be purchased as provided in Section 4. The (the “Option Closing Date”), each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Notes Securities (subject to be sold such adjustments to each Initial Purchaser shall be the principal amount eliminate fractional Securities as you may determine) that bears the same proportion to the aggregate total principal amount of Additional Notes being Securities to be purchased on the Option Closing Date as the principal amount of Firm Notes Securities set forth in Schedule I opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate total principal amount of Firm Notes, as adjusted pursuant to Section 10. Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements. The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement)Securities.