Common use of Effective Date of this Agreement and Termination Clause in Contracts

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 8:00 a.m., Central Minnesota time, on the first full business day following the effective date of Effective Date, after which the Registration StatementUnderwriter shall commence selling the Units to the public, or at such earlier time after as the effective time of the Registration Statement as you in your discretion Underwriter shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Units for sale to the public. The Underwriter shall notify the Company immediately after the Underwriter has taken any action which causes this Agreement to become effective. Until this Agreement is effective, it may be terminated by the Company or by the Underwriter by giving notice as hereinafter provided, except that the provisions of Sections 4(q) and (s) and Sections 6, 7, 9, 12 and 13 shall at all times be effective. For the purpose purposes of this SectionAgreement, the Securities release of the initial public offering of the Firm Units for sale to the public shall be deemed to have been released for sale to made when the public upon release Underwriter releases, by you facsimile or otherwise, firm offers of the Firm Units to securities dealers or release for publication of a newspaper advertisement relating thereto or upon release by you of telexes offering to the Securities for sale to securities dealersFirm Units, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effectiveoccurs first. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to Until the First Closing Date, and the option referred to in Section 3(b), if exercised, this Agreement may be cancelled terminated by the Underwriter, at any time prior its option, by giving notice to the Second Closing DateCompany, if (i) the Company shall have failedsustained a loss by fire, refused flood, accident or other calamity which is material with respect to the business of the Company; the Company shall have become a party to material litigation, not 33 disclosed in the Registration Statement or the Prospectus; or the business or financial condition of the Company shall have become the subject of any material litigation, not disclosed in the Registration Statement or the Prospectus; or there shall have been, since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the general affairs, business, key personnel, capitalization, financial position or consolidated net worth of the Company, whether or not arising in the ordinary course of business, which loss or change, in the reasonable judgment of the Underwriter, shall render it inadvisable to proceed with the delivery of the Units, whether or not such loss shall have been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, insured; (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspendedExchange, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, Nasdaq National Market, Nasdaq SmallCap Market or the over-the-counter market shall have been suspended or minimum prices shall have been established on such exchange by the SEC or by such Exchange exchanges or by order of the Commission or any other governmental authority having jurisdiction, markets; (viii) a general banking moratorium shall have been declared by Federal or federal, New York or Minnesota authorities, or ; (viiv) there has occurred any shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement be such that, in your judgmentthe judgment of the Underwriter, makes it impractical or inadvisable to proceed with the completion delivery of the sale Units; (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of either of any court or other governmental authority which, in the judgment of the Underwriter, materially and payment adversely affects or will materially and adversely affect the business or operations of the Company; (vi) there shall be a material outbreak of hostilities or material escalation and deterioration in the political and military situation between the United States and any foreign power, or a formal declaration of war by the United States of America shall have occurred; (vii) the Company shall have failed to comply with any of the provisions of this Agreement on its part to be performed on or prior to such date or if any of the conditions, agreements, representations or warranties of the Company shall not have been fulfilled within the respective times provided for in this Agreement; (viii) the SecuritiesCompany is no longer registered under the 1934 Act; or (ix) the Company's Common Stock is no longer listed on The Nasdaq National Market. Any such termination shall be without liability of any party to any other party party, except as provided in Sections 6, 7, 9, 12 and 13 hereof; provided, however, that the provisions of Section 4(a)(viii), Section 4(b)(iiCompany shall remain obligated to pay costs and expenses to the extent provided in Sections 4(q) and Section 6 hereof shall at all times be effective(s) hereof. (c) If you elect the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 9, it shall notify the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telegram or telegramtelephone, confirmed by letterletter sent to the address specified in Section 10 hereof. If the Company elects shall elect to prevent this Agreement from becoming effective, you and it shall notify the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified Underwriter promptly by the Company by telephone telegram or telegramtelephone, confirmed by letterletter sent to the address specified in Section 10 hereof.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central Pacific daylight savings time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(iias provided in Sections 4(i) and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failedfailed in any material respect, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company or its Subsidiaries from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company or its Subsidiaries regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe opinion of Cruttenden ▇▇▇▇ Incorporated, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(iias provided in Sections 4(i) and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; providedPROVIDED, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or Federal, New York or Massachusetts authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, or any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling ShareholdersParent, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling ShareholdersParent, shall be notified by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 8:00 a.m., Central Minnesota time, on the first full business day following the effective date of Effective Date, after which the Registration StatementUnderwriter shall commence selling the Debentures to the public, or at such earlier time after as the effective time of the Registration Statement as you in your discretion Underwriter shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Debentures for sale to the public. The Underwriter shall notify the Company immediately after the Underwriter has taken any action which causes this Agreement to become effective. Until this Agreement is effective, it may be terminated by the Company or by the Underwriter by giving notice as hereinafter provided, except that the provisions of Sections 4(q) and (r) and Sections 6, 7, 9, 12 and 13 shall at all times be effective. For the purpose purposes of this SectionAgreement, the Securities release of the Debentures for sale to the public shall be deemed to have been released for sale to made when the public upon release Underwriter releases, by you facsimile or otherwise, firm offers of the Debentures to securities dealers or release for publication of a newspaper advertisement relating thereto or upon release by you of telexes offering to the Securities for sale to securities dealersDebentures, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effectiveoccurs first. (b) YouUntil the Closing Date, as Representatives of the several Underwriters, shall have the right to terminate this Agreement may be terminated by the Underwriter, at its option, by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing DateCompany, if (i) the Company shall have failedsustained a loss by fire, refused flood, accident or other calamity which is material with respect to the business of the Company; the Company shall have become a party to material litigation, not disclosed in the Registration Statement or the Prospectus; or the business or financial condition of the Company shall have become the subject of any material litigation, not disclosed in the Registration Statement or the Prospectus; or there shall have been, since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the general affairs, business, key personnel, capitalization, financial position or consolidated net worth of the Company, whether or not arising in the ordinary course of business, which loss or change, in the reasonable judgment of the Underwriter, shall render it inadvisable to proceed with the delivery of the Debentures, whether or not such loss shall have been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, insured; (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspendedExchange, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, Nasdaq National Market, Nasdaq SmallCap Market or the over-the-counter market shall have been suspended or minimum prices shall have been established on such exchange by the SEC or by such Exchange exchanges or by order of the Commission or any other governmental authority having jurisdiction, markets; (viii) a general banking moratorium shall have been declared by Federal or federal, New York or Minnesota authorities, or ; (viiv) there has occurred any shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement be such that, in your judgmentthe judgment of the Underwriter, makes it impractical or inadvisable to proceed with the completion delivery of the sale Debentures; (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of either of any court or other governmental authority whih, in the judgment of the Underwriter, materially and payment adversely affects or will materially and adversely affect the business or operations of the Company; (vi) there shall be a material outbreak of hostilities or material escalation and deterioration in the political and military situation between the United States and any foreign power, or a formal declaration of war by the United States of America shall have occurred; (vii) the Company shall have failed to comply with any of the provisions of this Agreement on its part to be performed on or prior to such date or if any of the conditions, agreements, representations or warranties of the Company shall not have been fulfilled within the respective times provided for in this Agreement; (viii) the SecuritiesCompany is no longer registered under the 1934 Act; or (ix) the Company's Common Stock is no longer listed on The Nasdaq National Market or Nasdaq SmallCap Market. Any such termination shall be without liability of any party to any other party party, except as provided in Sections 6, 7, 9, 12 and 13 hereof; provided, however, that the provisions Company shall remain obligated to pay costs and expenses to the extent provided in Sections 4(q) and (r) of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective4 of this Agreement. (c) If you elect the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 9, it shall notify the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telegram or telegramtelephone, confirmed by letterletter sent to the address specified in Section 10 hereof. If the Company elects shall elect to prevent this Agreement from becoming effective, you and it shall notify the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified Underwriter promptly by the Company by telephone telegram or telegramtelephone, confirmed by letterletter sent to the address specified in Section 10 hereof.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first (lst) full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or the Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and the Subsidiary, considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal federal or New York state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegramtelephone, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 6 and Section 6 hereof shall at all times be effective. 8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, or (ii) because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, or (iii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedthe Nasdaq National Market, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (iv) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (v) if there shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (vi) if there has occurred shall have been an outbreak or escalation of hostilities or of any material adverse change in other insurrection or armed conflict or the financial markets in declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (ii) through (vi) above shall be without liability of any party to any other party except that as provided in Sections 7 and 9 hereof. In the provisions event of Section 4(a)(viii)termination pursuant to subparagraph (i) above, Section 4(b)(ii) the Company shall also remain obligated to pay costs and Section 6 hereof shall at all times be effective. (c) expenses pursuant to Sections 7 and 9 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.Stock (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of as provided in Section 4(a)(viii4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole reasonable judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Section 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of as provided in Section 4(a)(viii), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or and the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or Federal, New York or California authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the an Attorney-in-Fact, on behalf of the Selling ShareholdersStockholder, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-an Attorney- in-Fact, on behalf of the Selling ShareholdersStockholder, shall be notified by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your reasonable judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii5 and 8 hereof. In the event of termination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and Section 6 hereof shall at all times be effective. (c) expenses pursuant to Sections 4(i), 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:30 A.M., Central New York time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 11 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 6.II.(a), Section 4(b)(ii) 7 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the assets or properties, business, results of operations, prospects or condition (iiifinancial or otherwise) of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, wind earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall, in accordance with the provisions of Section 6.II.(b) hereof, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale of the Shares or in contemplation of performing their obligations hereunder, including, but not limited to, the costs and payment for the Securitiesexpenses set forth in Section 6.II.(a). Any such [35] termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 7 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, Section 9 you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter. No Underwriter who shall have failed or refused to purchase the Shares agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, shall be relieved of liability to the Company, the Selling Shareholders or to the other Underwriters for damages occasioned by its failure or refusal.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the later of (i) execution of this Agreement, Central time, on the first full business day following the effective date or (ii) when notification of the Registration Statement, or at such earlier time after the effective time effectiveness of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have has been released for sale to by the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effectiveCommission. (b) You, as Representatives of the several Underwriters, ▇▇▇▇▇▇▇ shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if Date (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilledfulfilled including, without limitation, any change in the financial condition, earnings, operations, business, management, technical staff, or business prospects of the Company from that set forth in the Registration Statement or Prospectus which, in the sole judgment of ▇▇▇▇▇▇▇, is material and adverse, or (iiiii) if trading on the New York American Stock Exchange or the American Stock Exchange Nasdaq National Market shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York American Stock Exchange or the Nasdaq National Market, by the American Stock Exchange, by such Exchange the Nasdaq National Market or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal or Federal, New York or Oklahoma authorities, or (viiii) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially and adversely with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in the United States as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there shall have been an outbreak or escalation of major hostilities (or an escalation thereof) other international or domestic calamity, crises or material adverse change in political, financial or economic conditions, the effect of which on the financial markets of the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, such as to make it in your reasonable judgment, makes it impractical or inadvisable to proceed with the completion marketing of the sale Shares. In the event of and payment for the Securities. Any such termination shall be without liability of any party pursuant to any other party except that the provisions of this Section 4(a)(viii11(b), the Company shall remain obligated to pay costs and expenses pursuant to Section 4(b)(ii) 4(j), 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelecopy, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone or telegramtelecopy, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, Statement or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that when executed if the Registration Statement is effective at then effective, or (ii) the time this Agreement is executedof the initial public offering of any of the Shares by the Underwriters after the Registration Statement becomes effective. The time of the initial public offering shall mean the time of the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 hereof before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Company and the Selling Stockholders shall remain obligated to pay costs and expenses to the extent provided in Sections 4(j) (but only to the extent that Section 4(a)(viii4(j) by its terms applies), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which the Second Closing DateOption Shares are to be purchased, if as the case may be, (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company or any Selling Stockholder is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus that, in your sole judgment, is material and adverse, (ii) if trading generally on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal federal or New York or California authorities, (iii) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, (viiv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, as in your judgment, reasonable judgment makes it impractical inadvisable or inadvisable impracticable to proceed with the completion offering, sale and delivery of the sale Shares or (v) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there shall have been an outbreak or escalation of hostilities between the United States and payment for any foreign power or of any other insurrection or armed conflict involving the SecuritiesUnited States or the declaration by the United States of a national emergency which, in the reasonable opinion of the Representatives, makes it impracticable or inadvisable to offer or sell the Shares. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and expenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central Pacific Standard time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 13 before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 5(a)(9), Section 4(b)(ii) 6 and Section 6 hereof shall at all times be effective9 hereof. (b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspendedincluding, (iv) minimum or maximum prices for trading shall have been fixedwithout limitation, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the condition (financial markets or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the United States Registration Statement or an outbreak of major hostilities (or an escalation thereof) in which the United States is involvedProspectus, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatwhich, in your sole judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.is material

Effective Date of this Agreement and Termination. (a) a. This Agreement shall become effective immediately as to Sections 5, 7, 9, 10 and 11 and, as to all other provisions (i) if at 10:00 a.m.the time of execution of this Agreement the Registration Statement has not become effective, Central at 9:00 A.M., Eastern time, on the first full business day following the effective date effectiveness of the Registration Statement, or (ii) if at the time of execution of this Agreement the Registration Statement has been declared effective, at 9:00 A.M., Eastern time, on the first business day following the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective time as you may determine on and by notice to the Company or by release of any of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for Shares of sale to the public. For the purpose purposes of this SectionSection 10, the Securities Shares shall be deemed to have been so released upon the release for sale publication of any newspaper advertisement relating to the public Shares or upon the release by you of telegrams (i) advising the publication Underwriters that the Shares are released for public offering, or (ii) offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities Shares for sale to securities dealers, whichever shall first occurmay occur first. By giving notice as hereinafter specified set forth in Section 11 before the time this Agreement becomes effective, you, as the Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Company shall remain obligated to pay costs and expenses to the extent provided in Section 4(a)(viii), Section 4(b)(ii) 5a and Section 6 hereof shall at all times be effective5b hereof. (b) You, as Representatives of the several Underwriters, b. You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and Date or on or prior to any later date on which the option referred Option Shares are to in Section 3(b), if exercised, be purchased as the case may be cancelled at any time prior to the Second Closing Date, if (i) if the Company or Selling Shareholder shall have failed, refused or been unable, at on or prior to such the Closing Date, or on or prior to any later date on which the Option Shares are to be purchased, as the case may be, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, or (iiiii) if trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal federal or New York or California authorities, or (viiii) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there has occurred any material adverse change in the financial markets in the United States or shall have been an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any involved or other substantial national or international calamity or any other event substantial change in political, financial or occurrence of a similar character economic conditions shall have occurred since the execution of this Agreement thator shall have accelerated to such extent, in your judgmentthe judgment of the Representatives, makes as to have a material adverse effect on the financial markets of the United States, or to make it impractical impracticable or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesShares. Any such termination shall be without liability of any party to any other party except as provided in Sections 5a and 5b hereof and except that in the provisions event of termination solely pursuant to Section 4(a)(viii)10(b)(i) hereof, Section 4(b)(ii) the Company shall remain obligated to pay costs and Section 6 hereof shall at all times be effective. (c) expenses pursuant to Sections 5a and 5b hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 10, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) there has occurred any material adverse change in if the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character Company shall have occurred since the execution sustained a loss by strike, fire, flood, earthquake, accident or other calamity of this Agreement that, in your judgment, makes it impractical or inadvisable such character as to proceed interfere materially with the completion conduct of the sale business and operations of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf regardless of the Selling Shareholders, shall be notified promptly by you by telephone whether or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.not such

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities ADSs for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities ADSs for sale to the public. For the purpose of this Section, the Securities ADSs shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities ADSs for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives the Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii4(h) and Section 6 hereof shall at all times be effective. (b) You, as Representatives the Representative of the several Underwriters, shall have the right to may terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b)) hereof, if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, shareholders’ equity, properties, management, business affairs or business prospects of the Company and its subsidiaries, whether or not arising in the ordinary course of business, (iii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iiiiv) trading on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (ivv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (vvi) if a banking moratorium shall have has been declared by Federal the British Virgin Islands, the PRC or U.S. federal or New York authorities, or (vivii) if there has occurred occurred, after the date hereof and prior to the First Closing Date, any material adverse change in the financial markets in the British Virgin Islands, the People’s Republic of China, the United States States, Asian or an international financial markets, any outbreak of major hostilities (hostiles or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any thereof or other substantial national or international calamity or crisis or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement change that, in your judgmentthe sole judgment of the Representative, makes it impractical impracticable or inadvisable to proceed with market the completion of ADSs or to enforce contracts for the sale of and payment for the SecuritiesADSs. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii4(h) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegramtelephone, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations or business of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion initial public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate 42 -42- this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii4(a)(vii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NASDAQ, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal federal or New York state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii4(a)(vii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company Company, each Other Selling Stockholder and the an Attorney-in-Fact, on behalf of the Designated Selling ShareholdersStockholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you you, each Other Selling Stockholder and the an Attorney-in-Fact, on behalf of the Designated Selling ShareholdersStockholders, shall be notified by the Company by telephone or telegramtelephone, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or the Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its his part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Notes by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Notes, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Notes are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Notes are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Notes, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Notes as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effectiveSection 11, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by promptly notify the Company by telephone or telegram, confirmed by letter.telephone,

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 13 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 7 and Section 6 hereof shall at all times be effective9 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderunless such failure or refusal is on account of the default or omission of any Underwriter, or (ii) because any other condition of to the Underwriters' obligations hereunder is not fulfilledsatisfied (unless the reason for failure to satisfy the condition is on account of the default or omission of any Underwriter, or (iii) if additional material and adverse governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (iv) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere substantially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (v) if there shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (vi) if there has occurred shall have been an outbreak or escalation of hostilities or of any material adverse change in other insurrection or armed conflict or the financial markets in declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination shall be without liability of any party pursuant to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(iisubparagraphs (ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.through

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central Eastern time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.,

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 6 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, or (ii) because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (iii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (iv) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (v) if there shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (vi) if there has occurred shall have been an outbreak or escalation of hostilities or of any material adverse change in other insurrection or armed conflict or the financial markets in declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representative, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (ii) through (vi) above shall be without liability of any party to any other party except that as provided in Sections 7 and 9 hereof. In the provisions event of Section 4(a)(viii)termination pursuant to subparagraph (i) above, Section 4(b)(ii) the Company shall also remain obligated to pay costs and Section 6 hereof shall at all times be effective. (c) expenses pursuant to Sections 7 and 9 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco, California time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and the Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) trading if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on The New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement national emergency that, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time[—], on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities ADSs for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities ADSs for sale to the public. For the purpose of this Section, the Securities ADSs shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities ADSs for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to may terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b)) hereof, if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, shareholders’ equity, properties, management, business affairs or business prospects of the Company and its subsidiaries, whether or not arising in the ordinary course of business, (iii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iiiiv) trading on the New York Stock Exchange Nasdaq Global Market, NYSE or the American Stock Exchange shall have been wholly suspended, (ivv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange Nasdaq Global Market, NYSE or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (vvi) if a banking moratorium shall have has been declared by Federal Cayman Islands, the PRC or U.S. federal or New York authorities, (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States or (viviii) if there has occurred occurred, after the date hereof and prior to the First Closing Date, any material adverse change in the financial markets in the United States Cayman Islands, the PRC, the U.S., Asian or an international financial markets, any outbreak of major hostilities (hostiles or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any thereof or other substantial national or international calamity or crisis or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement change that, in your judgmentthe sole judgment of Representatives, makes it impractical impracticable or inadvisable to proceed with market the completion of ADSs or to enforce contracts for the sale of and payment for the SecuritiesADSs. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegramtelephone, confirmed by letter.

Effective Date of this Agreement and Termination. (a) a. This Agreement shall become effective immediately as to Sections 5, 7, 9 and 11 and, as to all other provisions (i) if at 10:00 a.m.the time of execution of this Agreement the Registration Statement has not become effective, Central at 9:00 A.M., Eastern time, on the first full business day following the effective date effectiveness of the Registration Statement, or (ii) if at the time of execution of this Agreement the Registration Statement has been declared effective, at 9:00 A.M., Eastern time, on the first business day following the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective time as you may determine on and by notice to the Company or by release of any of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for Shares of sale to the public. For the purpose purposes of this SectionSection 10, the Securities Shares shall be deemed to have been so released upon the release for sale publication of any newspaper advertisement relating to the public Shares or upon the release by you of telegrams (i) advising the publication Underwriters that the Shares are released for public offering, or (ii) offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities Shares for sale to securities dealers, whichever shall first occurmay occur first. By giving notice as hereinafter specified set forth in Section 11 before the time this Agreement becomes effective, you, as the Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Company shall remain obligated to pay costs and expenses to the extent provided in Section 4(a)(viii), Section 4(b)(ii) 5a and Section 6 hereof shall at all times be effective5b hereof. (b) b. You, as the Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and Date or on or prior to any later date on which the option referred Option Shares are to in Section 3(b), if exercised, be purchased as the case may be cancelled at any time prior to the Second Closing Date, if (i) if the Company or Selling Shareholders shall have failed, refused or been unable, at on or prior to such the Closing Date, or on or prior to any later date on which the Option Shares are to be purchased, as the case may be, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, or (iiiii) if trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal federal or New York or California authorities, or (viiii) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there has occurred any material adverse change in the financial markets in the United States or shall have been an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any involved or other substantial national or international calamity or any other event substantial change in political, financial or occurrence of a similar character economic conditions shall have occurred since the execution of this Agreement thator shall have accelerated to such extent, in your judgmentthe judgment of the Representatives, makes as to have a material adverse effect on the financial markets of the United States, or to make it impractical impracticable or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesShares. Any such termination shall be without liability of or any party to any other party except as provided in Sections 5a and 5b hereof and except that in the provisions event of termination solely pursuant to Section 4(a)(viii)10(b)(i) hereof, the Company shall remain obligated to pay costs and expenses pursuant to Section 4(b)(ii) 5a and Section 6 hereof shall at all times be effective. (c) b hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 10, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This After execution of the parties, this Agreement shall become effective at 10:00 the earlier of (i) 7:30 a.m., Central Colorado time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Common Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the first public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Common Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Common Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever which shall first occur. By giving notice as hereinafter specified set forth in this Section 12 before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of as provided in Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective10 hereof. (b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Optional Common Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which is material and adverse, or (ii) if additional material governmental restrictions not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over-the-counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal federal, New York, Illinois or New York Colorado authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss or interference shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Common Shares, or (v) if there shall have been the declaration of the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representative, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for the SecuritiesCommon Shares as contemplated by this Prospectus. Any such termination pursuant to this paragraph 12(b) shall be without liability of any party to any other party except that the provisions of as provided in Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) 10 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 12, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities Shares for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Shares for sale to the public. For the purpose of this Section, the Securities Shares shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities Shares for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives the Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii)5, Section 4(b)(ii) 7 and Section 6 13 hereof shall at all times be effective. (b) You, as Representatives of the several UnderwritersRepresentative, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and without liability on the option referred to in Section 3(b), if exercised, may be cancelled at part of any time prior Underwriter to the Second Closing DateCompany, if (i) prior to delivery and payment for the Shares (A) trading in securities generally shall have been suspended on or by the New York Stock Exchange, the NYSE Amex, the Nasdaq Global Select Market or in the over the counter market (each, a “Trading Market”), (B) trading in the Common Stock of the Company shall have failedbeen suspended on any exchange, refused in the over-the-counter market or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunderby the Commission, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (vC) a general moratorium on commercial banking moratorium activities shall have been declared by Federal federal or New York state authorities, or (vi) there has the relevant authorities in China, or a material disruption shall have occurred any material adverse change in the financial markets commercial banking or securities settlement or clearance services in the United States or an in China, (D) there shall have occurred any outbreak or material escalation of major hostilities (or an escalation thereof) in which acts of terrorism involving the United States is involved, or China or there shall have been a declaration of war by Congress, any other substantial national the United States or international calamity or any other event or occurrence China of a similar character national emergency or war, (E) there shall have occurred since any other calamity or crisis or any material change in general economic, political or financial conditions in the execution United States or China or elsewhere, if the effect of this Agreement thatany such event specified in clause (D) or (E), in your judgmentthe judgment of the Representative, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesShares on the Closing Date on the terms and in the manner contemplated by this Agreement, the General Disclosure Package and the Prospectus, (ii) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the General Disclosure Package or incorporated by reference therein, there has been any Material Adverse Effect or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, of such character that in the judgment of the Representative would, individually or in the aggregate, result in a Material Adverse Effect and which would, in the judgment of the Representative, make it impracticable or inadvisable to proceed with the offering or the delivery of the Shares on the terms and in the manner contemplated in the General Disclosure Package, (iii) the Company shall have failed, refused or been unable to comply with the terms or perform any agreement or obligation of this Agreement, other than by reason of a default by the Underwriters, or (iv) any condition of the Underwriters’ obligations hereunder is not fulfilled. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii)5, Section 4(b)(ii) 7, and Section 6 13 hereof shall at all times be effectiveeffective notwithstanding such termination. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 the earlier of (i) 6:30 a.m., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial 39 public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your reasonable judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed 40 by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Diego time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after Statement and (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(iias provided in Sections 4(i) and Section 6 hereof shall at all times be effective. 8 hereof. 41 42 (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your sole judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe sole judgment of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company and payment for the SecuritiesSelling Stockholders shall remain obligated to pay costs and expenses pursuant to Sections 4(i) and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(iias provided in Sections 4(i) and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company and its subsidiaries considered as one enterprise regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.Stock (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the an Attorney-in-Fact, on behalf of the Selling ShareholdersStockholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the an Attorney-in-Fact, on behalf of the Selling ShareholdersStockholders, shall be notified by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition - 40 - 41 (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this SectionSection 9, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of this Section 9 and of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective, and shall survive the termination of this Agreement, including a termination pursuant to this Section 9 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on The NASDAQ National Market, the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on The NASDAQ National Market, the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal federal, New York, Minnesota or New York authoritiesCalifornia authorities or if any new restriction materially adversely affecting the distribution of the Securities shall have become effective, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of this Section 9 and of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective, and shall survive the termination of this Agreement, including a termination pursuant to this Section 9 hereof. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 9, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) Section 8(b) hereof, (ii) notification by you as provided in Section 9(a) hereof or (iii) Section 9(b) items (iii) to (vi) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company shall, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel) incurred by the Underwriters in connection herewith.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange, by such Exchange market or exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal federal or New York state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, each shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegramtelephone, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 hereof before the time this Agreement becomes effective, you, as 45 Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that as provided in Sections 4(j) (to the provisions of extent Section 4(a)(viii4(j) by its terms applies), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations or business of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or the Prospectus, which, in your reasonable judgment, is material and adverse, (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, (iii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, (viiv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence America of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii4(h) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal federal or New York state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii4(h) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegramtelephone, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that when executed if the Registration Statement is then effective at or (ii) the time this Agreement is executedof the initial public offering of any of the Shares by the Underwriters after the Registration Statement becomes effective. The time of the initial public offering shall mean the time of the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement agreement from becoming effective without liability of any party to any other party, except as provided in Sections 4(j) (but only to the extent that the provisions of Section 4(a)(viii4(j) by its terms applies), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled (except for the condition set forth in Section 6(e) of this agreement) is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your reasonable judgment, is material and adverse, or (ii) if trading generally on the New York Stock Exchange, the American Stock Exchange or the over-the- counter market of the NASD shall have been suspended or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixedin the over-the-counter market of the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in the United States as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of major hostilities (or an escalation thereof) in which between the United States is involved, a declaration and any foreign power or of war by Congress, any other substantial national insurrection or international calamity armed conflict involving the United States or any other event or occurrence the declaration by the United States of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement agreement from becoming effective or to terminate this Agreement agreement as provided in this SectionSection 11, you shall immediately thereafter notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall immediately thereafter notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii)as provided in Sections, Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the 33 right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or NovaCare shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its respective part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4, 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:30 A.M., Central New York time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or the Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company Sections 5 and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter8 hereof.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:30 A.M., Central timeEastern Standard Time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in this Section 11 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effectiveas provided herein. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement hereunder on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilledfulfilled in all material respects, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange NMS or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your sole judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections [5(a)(1) and (2), 5(b) and 8] hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viiias provided in Sections [5(a)(1) and (2), Section 4(b)(ii5(b) and Section 6 hereof shall at all times be effective. (c) 8]. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:30 A.M., Central timeEastern Standard Time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 11 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effectiveas provided herein. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement hereunder on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the financial markets in the United States general political or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal federal or New York state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegramtelephone, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealersfacsimile, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the financial condition, earnings, operations, business or business prospects of the Company and the Subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (iiiii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-FactAttorneys by telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone facsimile or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, facsimile or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilledfulfilled by the Company, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 8:30 A.M., Central Houston time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations or business of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) trading in the Company's securities on the Nasdaq Global Market shall have been suspended or materially limited, (v) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdictionGovernmental Authority, (vvi) a banking moratorium shall have been declared by Federal federal or New York state authorities, or (vivii) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character downgrading shall have occurred since in the execution Company's corporate credit rating or the rating accorded the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (as defined for purposes of this Agreement Rule 436(g) under the Act) or any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities, (viii) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change or (ix) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgmentthe judgment of the Lead Managers, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the an Attorney-in-Fact, on behalf of the Selling ShareholdersStockholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the an Attorney-in-Fact, on behalf of the Selling ShareholdersStockholders, shall be notified by the Company by telephone or telegramtelephone, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.the

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central Eastern time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or Federal, New York authoritiesor **[other applicable states]authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled canceled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or Federal, New York or Minnesota authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on upon your accepting it in the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effectivemanner indicated below. (b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder required to be fulfilled by the Company is not fulfilled, (iii) trading on the New York Stock Exchange NYSE or the American Stock Exchange AMEX shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange NYSE or the American Stock ExchangeAMEX, by such Exchange the NYSE or the AMEX or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or crisis, a default in payment when due of interest on or principal of any debt obligations of, or the institution of proceedings under the Federal bankruptcy laws by or against, any State of the United States, a material disruption in settlement or clearance procedures, or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatwhich, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesShares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii4(m), Section 4(b)(ii) 6 and Section 6 9(c) hereof shall at all times be effective. (c) If this Agreement shall be terminated by the Company pursuant to any of the provisions hereof of if for any reason the Company shall unable to perform its obligations hereunder, the Company will reimburse the several Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith. (d) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 9, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by the Company by telephone or telegram, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central California time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(iias provided in Sections 4(i) and Section 6 hereof shall at all times be effective8. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by The Nasdaq Stock Market, Inc., or trading in securities generally shall have been wholly suspendedsuspended on either such exchange or in the over the counter market by The Nasdaq Stock Market, (iv) minimum or maximum prices for trading shall have been fixedInc., or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.banking

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on upon your accepting it in the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effectivemanner indicated below. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder required to be fulfilled by the Company is not fulfilled, (iii) trading on the The New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the The New York Stock Exchange or the American Stock Exchange, by such The New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or crisis, a default in payment when due of interest on or principal of any debt obligations of, or the institution of proceedings under the Federal bankruptcy laws by or against, any State of the United States, a material disruption in settlement or clearance procedures, or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatwhich, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesBonds. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii4(n) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramfacsimile, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by the Company by telephone or telegramfacsimile, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central California time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in SECTION 12 before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viii), Section 4(b)(iias provided in SECTIONS 4(i) and Section 6 hereof shall at all times be effective8. (b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe opinion of the Representative, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to SECTIONS 4(i), 5 and 8 . Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(iias provided in SECTIONS 4(i) and Section 6 hereof shall at all times be effective. (c) 8. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, as in your judgment, reasonable judgment makes it impractical inadvisable or inadvisable impracticable to proceed with the completion offering, sale and delivery of the sale Shares, or (v) if there shall have been an outbreak or escalation of and payment for the Securities. Any such termination shall be without liability hostilities or of any party to any other party except that insurrection or armed conflict or the provisions declaration by the United States of Section 4(a)(viii)a national emergency which, Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf reasonable opinion of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.Representatives,

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, Statement or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' Underwriters= obligations hereunder required to be fulfilled is not fulfilled, including any change in the earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus that, in your sole judgment, is material and adverse, or (iiiii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over-the-counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over-the-counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement national emergency that, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statementthis Agreement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(j), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement Agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 the earlier of (i) 6:30 a.m., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(viiias provided in Sections 4(i), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) trading if additional material governmental restrictions, not in force and effect on the New York Stock Exchange or the American Stock Exchange date hereof, shall have been wholly suspended, (iv) imposed upon trading in securities generally or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, generally established on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by telephone or telegram, confirmed by letter.York

Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Central San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 hereof before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that as provided in Sections 4(j) (to the provisions of extent Section 4(a)(viii4(j) by its terms applies), Section 4(b)(ii) 5 and Section 6 hereof shall at all times be effective8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations or business of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or the Prospectus, which, in your reasonable judgment, is material and adverse, (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federal or federal, New York or California authorities, (iii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, (viiv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence America of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(ii) as provided in Sections 5 and Section 6 hereof shall at all times be effective. (c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company and the Attorney-in-Factby telephone, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you and the Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company shall promptly notify you by telephone telephone, telecopy or telegram, in each case, confirmed by letter.