Common use of Delivery of and Payment for the Stock Clause in Contracts

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among the Representatives, the Company and the Selling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLPMilbank, 1111 Pennsylvania AvenueTweed, NW, Washington, Hadl▇▇ & ▇▇▇cCl▇▇, ▇▇ 10:▇▇ ▇.▇.10:00 A.M., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇York City time, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and the option granted in Section 3 may be exercised in whole or in part part, at any time and from time to time by time, upon written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined 11 11 by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius Cooley Godward LLP, 1111 Pennsylvania AvenueFive Palo Alto Square, NW, Washington, ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ▇ at 10:00 A.M., New York City time, on the [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ & Freidenrich LLP, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ▇▇, Palo Alto, California, at 7:00 A.M., Pacific Standard Time, on the [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." ". On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. ▇▇▇▇▇▇ Brothers Inc. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives▇▇▇▇▇▇ Brothers Inc., when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 7:00 A.M., New York City timePacific Standard Time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis Davis Polk & Bockius LLPWardwell, 1111 Pennsylvania 450 Lexington Avenue, NWNew York, WashingtonNY 10017, ▇▇ ▇▇▇▇▇, ▇▇ at 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ty ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ollowing the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery DateDELIVERY DATE". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ▇, Chicago, Illinois 60601 at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, Company and the Custodian, on behalf of each of the Selling Stockholders, Shareholders shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company and the Selling Shareholder shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. (a) Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis Weil, Gotshal & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ M▇▇▇▇▇▇ LLP, ▇▇ 10:7▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the third full business day (unless postponed in accordance with the provisions of this Agreement) following the date of this Agreement, or the fourth business day if this Agreement is executed after 4:30 p.m. New York City time, or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the Company. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives L▇▇▇▇▇ Brothers Inc. and S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc. for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement herein is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives L▇▇▇▇▇ Brothers Inc. and S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc. shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. . (b) The option granted in Section 3 2 with respect to the Option Stock will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company by L▇▇▇▇▇ Brothers Inc. and the Selling Stockholders by the Representatives. S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesL▇▇▇▇▇ Brothers Inc. and S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc., when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery DateDELIVERY DATE.". (c) Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among the Representatives, the Company between L▇▇▇▇▇ Brothers Inc. and S▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives L▇▇▇▇▇ Brothers Inc. and S▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is shall be a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Underwriters shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderby wire transfer of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis ▇▇▇▇▇▇ & Bockius ▇▇▇▇▇▇▇ LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing the date of this Agreement , at 10:00 A.M., New York City time, on , 2004 or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available fundsfunds to the account specified by the Company to the Representatives. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will shall expire 30 45 days after the date of this Agreement and may be exercised in whole or in part from time to time on one occasion by written notice being given to the Company and the Selling Stockholders by the Representatives. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective shares of Option Stock obtained by multiplying the number of shares of Option Stock specified in such note by a fraction, the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule 1 hereto under the caption "Number of Shares of Option Stock to be Sold" and the denominator of which is the total number of shares of Option Stock. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date." and the The First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on the first sentence of the first paragraph of this Section 5 (Second Delivery Date or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery DateCompany. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Stockholders shall deliver or cause to be delivered the certificates representing the Option Stock to be purchased on the Second Delivery Date to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder Stockholders of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such accounts specified by the Selling StockholderStockholders to the Representatives. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such each the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock by the Company and the Selling Stockholders shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ S▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇llowing ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ” Delivery Date, the Company shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available fundsfunds to the accounts specified by the Company and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, The Company and the Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Dateotherwise instruct. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The Each date and time the shares of Option Stock are delivered are is sometimes referred to as a "Second an “Option Stock Delivery Date" ,” and the First Initial Delivery Date and any Second Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date". .” Delivery of the Option Stock by the Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the place date specified in the first sentence of corresponding notice described in the first preceding paragraph of this Section 5 (or at such other date or place as shall be determined by agreement among the Representatives, the Company and the Selling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second the Option Stock Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Stockholders shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Option Stock being sold by the Selling Stockholders to or upon the order of the Company and each such Selling Stockholder Stockholders of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such accounts specified by the Selling StockholderStockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, The Company and the Selling Stockholders shall deliver the Option Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Dateotherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇▇ Godward LLP, ▇▇ 10:▇▇ ▇.▇.Five Palo Alto Square, New ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ▇, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." ". On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis ▇▇▇▇▇▇ & Bockius ▇▇▇▇▇▇▇ LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇ ▇▇llowing ▇▇▇, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Company Firm Stock and each Selling Stockholder shall, severally and not jointly, deliver or cause to be delivered certificates representing the Selling Stockholder Firm Stock to be sold by it to the Representatives for the account of each Underwriter against payment to or upon the order of the Company or such Selling Stockholder, as applicable, of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and each Selling Stockholder shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Companyeach Selling Stockholder shall, severally and the Custodiannot jointly, on behalf of each of the Selling Stockholders, shall deliver or cause to be delivered the certificates representing the Option Stock to be sold by it to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company each Selling Stockholder shall make the certificates representing the Option Stock to be sold by it available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis counsel for the Representative, Mound, Cotton & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ W▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇at O▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇llowing ▇▇ ▇▇▇▇▇, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer bank wire, certified or official bank check or checks payable in immediately available New York Clearing House (same-day) funds. In making payment to the Company, the Representative may first deduct all sums due to it for the balance of the non-accountable expense allowance and under the Financial Consulting Agreement entered into between the Company and Representative in November 1996. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon deliveryOn the First Delivery Date, the Company shall deliver in respect of the Firm Stock shall be one certificate evidencing all of the shares of such series of securities being sold on the First Delivery Date registered in such names and the name of _____________________, as nominee for The Depository Trust Company ("DTC"). Interests in such denominations the Firm Stock will be represented by book entries on the records of DTC as the Representatives shall Underwriters may request in writing not less than two full business days prior to in advance of the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the forty-fifth day after the date of this Agreement and the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representative and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price by bank wire, certified or official bank check or checks payable to the Company and such Selling Stockholderin New York Clearing House (same-day) funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon deliveryOn the Second Delivery Date, the Company shall deliver in respect of the Option Stock shall be one certificate evidencing all of the shares of such series of securities being sold on the Second Delivery Date registered in such names and in such denominations the mane of _______________as the Representatives shall request in the aforesaid written noticenominee for DTC. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative in New York▇▇▇ ▇▇▇▇, New York▇▇▇ ▇▇▇▇, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.▇▇▇▇▇▇ & ▇▇▇▇▇▇, New P.C., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ▇ at 7:00 A.M., California time, on the [FOURTH] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available fundsfunds to a bank account designated by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 7:00 A.M., New York City California time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing Brothers Inc. at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer of federal (same-day) funds to an account or accounts previously designated in immediately available fundswriting to ▇▇▇▇▇▇ Brothers Inc. by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable by wire transfer of federal (same-day) funds to an account or accounts previously designated in writing to ▇▇▇▇▇▇ Brothers Inc. by the Company and such Selling StockholderCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York▇▇▇ ▇▇▇▇, New York▇▇▇ ▇▇▇▇, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. (a) Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing the date of this Agreement , at 9:30 A.M., New York City time, on October [ ], 1999 or at such other date or place as shall be determined by agreement between the Representatives Joint Book-Running Managers and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Joint Book-Running Managers for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Joint Book- Running Managers shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the RepresentativesJoint Book-Running Managers. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesJoint Book- Running Managers, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Joint Book-Running Managers and the Selling StockholdersCompany) at 10:00 9:30 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock owned by it to the Representatives Joint Book-Running Managers for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Joint Book-Running Managers shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇LLP, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇ ▇▇llowing ▇▇, ▇▇ ▇▇▇▇▇, at 10:00 A.M., New York City time, on the [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company, except that physical delivery of such certificates shall be made at the office of the Depository Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in of immediately available fundsfunds to such accounts as the Company shall designate in writing, at least 48 hours in advance of such Delivery Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative at the office of the Depository Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at such other location specified by you in New York, New Yorkwriting at least 48 hours prior to such Delivery Date), not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the AMEX is open for trading) the option granted in Section 3 may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders Principal Shareholder by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. In the event the Underwriters elect to purchase all or a portion of the Option Stock, the Company and the Principal Shareholder agree to furnish or cause to be furnished to the Underwriters all of the certificates, letters and opinions, and to satisfy all of the other conditions set forth in Section 9 hereof (excluding paragraphs (e) and (k) thereof) at each Delivery Date (as hereinafter defined). (The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date.". ) Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representative and the Selling StockholdersPrincipal Shareholder) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Principal Shareholder shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion Principal Shareholder of the purchase price payable by wire transfer of immediately available funds to such account as the Company and Principal Shareholder shall designate in writing at least 48 hours in advance of such Selling StockholderDelivery Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company Principal Shareholder shall make the certificates representing the Option Stock available for inspection by the Representatives Representative at the office of the Depository Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at such other location specified by you in New York, New Yorkwriting at least 48 hours prior to such Delivery Date), not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock purchased by the underwriters shall be made at the office offices of Morgan Lewis ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Bockius ▇▇▇▇▇▇▇▇ LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ .▇., ▇▇▇▇▇ ▇▇llowing ▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, at 10:00 A.M., Washington, D.C. time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock purchased by the underwriters to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock purchased by the underwriters shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock purchased by the underwriters available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City Washington, D.C. time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius Clifford Chance US LLP, 1111 Pennsylvania 200 Park Avenue, NWNew York, WashingtonNew York 10166, ▇▇ at ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇..M., New ▇▇▇▇ ▇▇▇York Cit▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ollowing the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery DateDELIVERY DATE". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representative and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.▇▇▇▇▇▇ & ▇▇▇▇▇▇, New P.C., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ , ▇▇▇▇▇▇▇▇ ▇▇▇ ▇, ▇▇llowing ▇▇▇, at 10:00 A.M., New York City time, on the [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available fundsfunds to a bank account designated by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing Brothers Inc., New York, New York, at 10:00 A.M., New York City time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection and packaging by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the at least one full business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderby wire transfer of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the at least one full business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇▇ Brothers Inc., ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇ ▇▇llowing ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m. New York City time) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Lead Managers and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Lead Managers shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the RepresentativesLead Managers. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesLead Managers, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Lead Managers and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Stockholders shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion Stockholders of the purchase price payable to the Company and such Selling Stockholderby wire transfer of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Lead Managers shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLPAkin, 1111 Pennsylvania AvenueGump, NW, WashingtonStrauss, ▇▇▇▇▇ ▇& ▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.L.L.P., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Tower, ▇▇▇ ▇▇llowing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For If requested by the purpose of expediting the checking and packaging of the certificates for the Firm StockRepresentatives, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M.p.m., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 SECTION 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. If the option is exercised in part, the Underwriters shall purchase on a pro rata basis from the Company that number of shares of Option Stock offered by the Company pursuant to SECTION 2. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than (but may be at the same time as) the First Delivery Date nor earlier than the second full business day after the date on which the option shall have been exercised unless agreed to by the parties nor later than the fifth full business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". DELIVERY DATE." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 SECTION 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M.9:00 a.m., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment of the purchase price by wire transfer in immediately available funds to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling StockholderCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.written

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP_______________________, 1111 Pennsylvania Avenue____________________, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.______, New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇York, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing NY, at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter through the facilities of the Depository Trust Company ("DTC") against payment to or upon the order of the Company of the purchase price therefor by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be and have been registered in such names and in such denominations as the Representatives shall request in writing not less than two (2) full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives at the office of DTC or its designated custodian (the "Designated Office") in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter through the facilities of DTC against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price therefor by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.at the

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis counsel for the Representative, Mound, Cotton & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇llowing ▇▇ ▇▇▇▇▇, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer bank wire, certified or official bank check or checks payable in immediately available New York Clearing House (same-day) funds. In making payment to the Company, the Representative may first deduct all sums due to it for the balance of the non-accountable expense allowance and under the Financial Consulting Agreement entered into between the Company and Representative in November 1996. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon deliveryOn the First Delivery Date, the Company shall deliver in respect of the Firm Stock shall be one certificate evidencing all of the shares of such series of securities being sold on the First Delivery Date registered in such names and the name of _____________________, as nominee for The Depository Trust Company ("DTC"). Interests in such denominations the Firm Stock will be represented by book entries on the records of DTC as the Representatives shall Underwriters may request in writing not less than two full business days prior to in advance of the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the forty-fifth day after the date of this Agreement and the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representative and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price by bank wire, certified or official bank check or checks payable to the Company and such Selling Stockholderin New York Clearing House (same-day) funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon deliveryOn the Second Delivery Date, the Company shall deliver in respect of the Option Stock shall be one certificate evidencing all of the shares of such series of securities being sold on the Second Delivery Date registered in such names and in such denominations the manme of _______________as the Representatives shall request in the aforesaid written noticenominee for DTC. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis Schulte Roth & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, Zabel LLP at 900 Thi▇▇ ▇▇▇▇u▇, New ▇▇▇▇, New Yo▇▇, ▇▇ 10▇▇:▇▇ ▇.▇., New ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter of the Underwriters against payment to or upon the order of the Company of the purchase price (net of the discount provided for in the fifth paragraph of Section 2) by certified or official bank check, checks or wire transfer transfer, payable in immediately available next day New York Clearing House funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among the Representatives, the Company and the Selling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second the Delivery Date, the Company, Company will pay the commission payable and the Custodian, on behalf of each of the Selling Stockholders, shall deliver or cause to be delivered the certificates representing the Option Stock a fully executed warrant to the Representatives for Underwriters under the account last two paragraphs of each Underwriter against Section 2. The Company hereby authorizes the Representatives, in order to effect the payment of such commission, to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of deduct from the purchase price payable to the Company and such Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates exchange for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, sold on the business day prior such date an amount equal to such Second Delivery Datecommission, calculated in accordance with the fourth paragraph of Section 2.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.▇▇▇▇▇▇ & ▇▇▇▇▇▇, New Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ▇-▇▇▇▇ at 10:00 A.M., New York City time, on the [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer or certified or official bank check in immediately available same day funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderby wire transfer or certified or official bank check in same day funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius Goodwin Procter LLP, 1111 Pennsylvania 599 Lexington Avenue, NWNew York, WashingtonNew York 10022, ▇a▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.A.M., New ▇▇▇Yor▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ollowing the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available fundsfunds to the Company or upon the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderor upon the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis Weil, Gotshal & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇▇ LLP, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the U.S. Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the U.S. Representatives, when the shares of Option Stock are to be delivered; provided, -------- however, that this date and time shall not be earlier than the First Delivery ------- Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company U.S. Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the U.S. Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the U.S. Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the U.S. Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇▇ 10:& ▇▇ ▇.▇., New ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the [third / fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "“First Delivery Date." ” On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "“Second Delivery Date" ” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis Latham & Bockius Watkins LLP, 1111 Pennsylvania Avenue12636 High Bluff Drive, NWSuite 300, WashingtonSan Diego, ▇C▇ ▇▇▇▇0 a▇ ▇, ▇▇ 10:▇▇ ▇.▇.A.M., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ▇▇▇▇▇▇g the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City Pacific time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇▇ Godward LLP, ▇▇ 10:▇▇ ▇.▇.Five Palo Alto Square, New ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing ▇ at 10:00 A.M., New York City time, on the [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Lead Managers and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Lead Managers shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the RepresentativesLead Managers. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesLead Managers, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Lead Managers and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Lead Managers shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇llowing ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company Selling Stockholder shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders Stockholder by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, Company and the Custodian, on behalf of each of the Selling Stockholders, Stockholder shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such the Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company and the Selling Stockholder shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ S▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ & B▇▇▇▇▇▇▇, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the "“First Delivery Date." ” On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter Underwriter, or delivery to a securities intermediary designated by the Representative of such certificates and crediting to the Representative's securities account at such securities intermediary for the account of the several Underwriters of security entitlements in respect of the Stock, against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time on one occasion only by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "“Second Delivery Date" ” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representative and the Selling StockholdersCompany) at 10:00 A.M., A.M. New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, York not later than 2:00 P.M., New York City Chicago time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City Chicago time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City Chicago time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.▇▇▇▇▇▇ & ▇▇▇▇▇▇, New ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." . On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among the Representatives, the Company and the Selling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.are

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇▇ Godward LLP, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇Five ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇llowing ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., New York City time, on the [third] [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.written

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ & ▇▇▇▇▇ Mayor, Day, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , Suite 4200, Houston, Texas 77027, at 9:00 A.M., Houston time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Underwriters shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by counsel for the Representatives in New YorkUnderwriters at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Mayor, New YorkDay, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ 9 10 L.L.P., not later than 2:00 P.M., New York City Houston time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the RepresentativesUnderwriters. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Underwriters and the Selling StockholdersCompany) at 10:00 9:00 A.M., New York City Houston time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Underwriters shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by counsel for the Representatives in New YorkUnderwriters at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Mayor, New YorkDay, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., not later than 2:00 P.M., New York City Houston time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLPWilson, 1111 Pennsylvania AvenueSonsini, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇ ▇▇llowing ▇▇, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock Shares shall be made at the office of Morgan Lewis O'Melveny & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇▇ LLP, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇llowing ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company and the Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Stock Shares to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and the Selling Stockholder of the purchase price by wire transfer certified or official bank check or checks payable in immediately available New York Clearing House (same-day) funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm StockShares, the Company and the Selling Stockholder shall make the certificates representing the Firm Stock Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The At any time, and from time to time, on or before the 30th day after the date of this Agreement, the option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised exercised, in whole or in part from time to time part, by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock Shares as to which the option is being exercised, the names in which the shares of Option Stock Shares are to be registered, the denominations in which the shares of Option Stock Shares are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock Shares are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be (i) earlier than the First Delivery Date nor earlier than the second third business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date dates and time times the shares of Option Stock Shares are delivered are sometimes referred to as a the "Second Delivery DateOPTION DELIVERY DATE" and the First Delivery Date and any Second the Option Delivery Date are sometimes each referred to as a "Delivery DateDELIVERY DATE"). Delivery of and payment for the Option Stock Shares shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second the Option Delivery Date. On such Second the Option Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock Shares to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price by certified or official bank check or checks payable to the Company and such Selling Stockholderin New York Clearing House (same-day) funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock Shares shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option StockShares, the Company shall make the certificates representing the Option Stock Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second the Option Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Bockius ▇▇▇▇▇▇▇▇ LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in certified or official bank check or checks payable in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and the any Second Delivery Date are sometimes each referred to as a "Delivery Date"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on the such Second Delivery Date. On the such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in certified or official bank check or checks payable in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.at 10:00 A.M., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇York City time, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing on the [third] [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "“First Delivery Date." ” On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "“Second Delivery Date" ” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇.▇▇▇▇▇▇ & ▇▇▇▇▇▇, New P.C., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing at 7:00 A.M., Pacific time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock stock are to be issued and the date and time, as determined by the Representativesrepresentatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date," and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 7:00 A.M., New York City Pacific time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price by certified or official bank check or checks payable to the Company and such Selling Stockholderin immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇▇ 10:& ▇▇ ▇.▇., New ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the [third / fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "“First Delivery Date." ” On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second third business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "“Second Delivery Date" ” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "“Delivery Date". .” Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP[Skadden, 1111 Pennsylvania AvenueArps, NWSlate, Washington, Meag▇▇▇ & ▇▇lom ▇▇▇, ▇▇ 10:▇▇ ▇.▇.Four Times Square, New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇York, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing New York], at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in certified or official bank check or checks payable in [modify here and elsewhere in this section, if appropriate -- New York] Clearing House (next-day) funds. [if same day funds are required by the issuer, replace "New York Clearing House (next-day) funds" with the following -- immediately available funds;. provided, that the amount of such payment shall be reduced by one days' interest on the amount of gross proceeds at the Underwriters' cost of borrowing such funds plus any other expenses associated with such payment of immediately available funds.] Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among the Representatives, the Company and the Selling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.and

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis Milbank, Tweed, ▇▇▇▇▇▇ & Bockius ▇▇▇▇▇▇ LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representatives Representatives, the Company and the CompanySelling Shareholder. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company and the Selling Shareholder shall each deliver or cause to be delivered certificates representing the Firm Stock each has committed to sell under this Agreement to the Representatives for the account of each Underwriter against the respective payment to or upon the order of the Company and the Selling Shareholder of the purchase price by wire transfer in immediately available fundsfunds in U.S. dollars. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter of the parties hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, each of the Company and the Selling Shareholder shall make the certificates representing the Firm Stock to be sold pursuant to this Agreement available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to both the Company and the Selling Stockholders Shareholder by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued sold and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery DateDELIVERY DATE". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among the Representatives, the Company and the Selling StockholdersShareholder) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Company and the Selling Stockholders, Shareholder shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each U.S. Underwriter against the respective payment to or upon the order of the Company and each such the Selling Stockholder Shareholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderin U.S. Dollars. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter of the parties hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, each of the Company and the Selling Securityholder shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇▇ & ▇.▇., New ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇LLP, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇ ▇▇llowing ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLPLehman Brothers Inc., 1111 Pennsylvania Avenue333 West 34th Street, NW3rd Floor, Washington, ▇▇ ▇New ▇▇▇▇, New York 10001 at ▇▇ 10▇:▇▇ ▇.▇., New ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , if pricing occurs after 4:30 p.m. New York City time) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Stockholders shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion Stockholders of the purchase price payable to the Company and such Selling Stockholderby wire transfer of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis White & Bockius Case LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇llowing ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery DateDELIVERY DATE". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representative and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New 0 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇llowing the date of this Agreement 10:00 A.M., New York City time, on ____, 200_ or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery DateDELIVERY DATE". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the [third] [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, Stock the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock owned by it to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis ▇▇▇▇▇▇ & Bockius LLP▇▇▇▇▇▇▇, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇ 10:▇▇ ▇.▇.▇▇, New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis ▇▇▇▇▇▇ & Bockius ▇▇▇▇▇▇▇ LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇llowing , at 10:00 A.M., New York City time, on the [ ] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." On the First Delivery Date, the Company each Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company each Selling Stockholder shall make the certificates representing the Firm Stock available for inspection by the Representatives in New YorkMenlo Park, New YorkCalifornia, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". DELIVERY DATE." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Stockholder shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder Stockholders of the purchase price by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company each Selling Stockholder shall make the certificates representing the Option Stock available for inspection by the Representatives in New YorkMenlo Park, New YorkCalifornia, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Morgan Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, ▇▇ ▇▇▇▇▇, ▇▇ 10:▇▇ ▇.▇., New ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at ▇▇▇ ▇▇llowing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M., New York City time, on the [third][fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and the option granted in Section may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a the "Second Delivery Date" and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a "Delivery Date"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement among between the Representatives, the Company Representatives and the Selling StockholdersCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. On such the Second Delivery Date, the Company, and the Custodian, on behalf of each of the Selling Stockholders, Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company and each such Selling Stockholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the Company and such Selling Stockholderby wire transfer of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.