Common use of Purchase of the Stock by the Underwriters Clause in Contracts

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees each Seller agrees, severally and not jointly, to sell 6,500,000 to the several Underwriters the respective number of shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock to the several Underwriters set forth in Schedule 2 hereto opposite its name, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and each from the Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by the Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock shares of Option Stockset forth in Schedule 2 hereto opposite its name. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 28.80 per share. The Company and the Selling Stockholders Sellers shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 5,000,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite such Selling Stockholder's name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 809,557 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to the Underwriters of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 4,200,000 shares of the Firm Stock Stock, severally and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 300,000 shares of Option Stock and the Selling Stockholders grant to the Underwriters an option to purchase up to 330,000 shares of Option Stock, each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholders name in Schedule 2 hereto and in proportion to the respective amounts set forth in Schedule 2. To the extent that the Underwriters purchase less than 630,000 shares of Option Stock, the Underwriters shall purchase a pro rata number of Option Shares from each of the Company and each Selling Stockholder based on the total number of Option Shares that they each have agreed to sell pursuant to the option granted in this Section 3. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsincrements. The Company agrees, in the event of a default or a failure on the part of the Selling Stockholders to deliver any or all of the shares of Stock, in addition to any other remedies which may be available to the Underwriters under this Agreement, to issue and sell to the Underwriters, subject to the terms and conditions of this Agreement, in addition to the 4,200,000 shares of Firm Stock and 300,000 shares of Option Stock pursuant to this Section 3, up to an additional 330,000 shares of Option Stock The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 500,000 shares of the Firm Stock severally and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock not jointly, to the several Underwriters underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid void fractional shares, as the Representatives Representative may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 75,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter Underwriters with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 9.00 per shareshare which represents the public offering price of $10.00 per share less an underwriting discount of ten percent. All or any portion of such discount may be reallowed by you for sale through licensed securities dealers who are members in good standing of the NASD. Notwithstanding anything contained herein to the contrary, Global individually and not as Representative, may purchase all or any part of the Option Stock and is not obligated to offer the Option Stock to the other Underwriters. The Company and the Selling Stockholders shall is not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and Underwriters, each of the Underwriters, severally and not jointly, agrees Selling Securityholders agree to purchase sell to the several Underwriters the respective aggregate number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s its name in on Schedule 1 hereto. Each Underwriter shall be obligated II and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $ per share. The obligation of each Underwriter to the Company and to the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, making this Agreement, each Underwriter is contracting severally and not jointly; except as provided 8 9 in paragraphs (b) and (c) of this Section 3, the Company grants to the Underwriters an option agreement of each Underwriter is to purchase up to 2,325,000 shares of Option Stock shares of Option Stock. Such option is granted solely for only the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the respective number of shares of Firm the Underwritten Stock set forth opposite the name of such Underwriters specified in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein1.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 3,325,000 shares of the Firm Stock, and each Selling Stockholder, severally and not jointly, hereby agrees to sell the number of shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock set opposite its name in Schedule 2 hereto to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Shareholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional sharesshares or lots of less than 100 share amounts, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 1,100,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 53.075 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 6,500,000 the number of shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock set forth opposite its name in Schedule 2 hereto to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants Lehman Brothers Merchant Banking ▇▇▇▇▇▇rs II L.P. and certain of its affiliates grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 750,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 25.37375 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 1,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and to each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 361,425 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 the Company Firm Stock, and each Selling Stockholder hereby agrees to sell the number of shares of the Selling Stockholder Firm Stock set forth opposite its name in schedule 2 hereto, severally and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants Selling Stockholders grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 2,205,883 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [ ] per share. The Neither the Company and nor the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,860,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, the Primary Selling Securityholder agrees to purchase sell to the Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Primary Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Primary Selling Securityholder the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Primary Selling Securityholder and purchased by the Underwriters shall be $_______ per share. The obligation of each Underwriter to the Company and the Primary Selling Stockholder Securityholder shall be to purchase from the Company and the Primary Selling Securityholder that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Primary Selling Securityholder pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC in such manner as ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC deems advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters Additional Selling Securityholders grant an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 450,000 shares in the aggregate of the Option Stock shares of Option from such Additional Selling Securityholders at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,000,000 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite his, her or its name on Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of Company and the representations and warranties contained in, and subject to the terms and conditions of, this AgreementSelling Stockholders identified as "Option Stockholders" in Schedule 2 hereto (collectively, the Company grants "Option Stockholders") grant, severally and not jointly, to the Underwriters an option to purchase up to 2,325,000 an aggregate of 600,000 shares of Option Stock shares of the Option Stock. Such option is options are granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is are exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased from the Company and the Option Stockholders in the priority described in Section 5 severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 [3,500,000] shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock [750,000] shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 $ [ ] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject a. Subject to the terms and conditions ofand upon the basis of the representations, this Agreementwarranties and agreements herein set forth, the Company agrees to issue and sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock to the several Underwriters 252647.6 Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase the number at a price of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of $___________ per share, the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto represents of attached hereto, subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally and not jointly, to offer the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. public as set forth in the Prospectus. b. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company hereby grants to the Underwriters Representative and its designees an option to purchase up to 2,325,000 shares of Option Stock shares of Option Stock. Such option is granted from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Stock, all or any portion of the Option Stock for a period of forty-five (45) days from the date hereof at the purchase price per share set forth in Section 2(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Stock and is exercisable as provided in Section 5 hereofbut not payable on any of the Option Stock. Shares of Option Stock shall be purchased severally from the Company for the account accounts of the several Underwriters in proportion to the number of shares of Firm Stock set forth opposite the such Underwriter’s name of such Underwriters in Schedule 1 hereto. The , except that the respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase fractional Option Stock other than in 100 share amountsStock. The price of both the Firm Stock and any No Option Stock shall be $43.48 per share. The sold and delivered unless the Firm Stock previously have been, or simultaneously are, sold and delivered. c. At each closing of a purchase of Stock as contemplated hereunder, the Company and shall pay by wire transfer to the Selling Stockholders shall not be obligated to deliver any of Representative the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinApplicable Commission.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Stockholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Stockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Stockholders the respective aggregate number of shares of Underwritten Stock set forth opposite their names in Schedule I and Schedule II, respectively. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Stockholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and the Selling Stockholder Stockholders shall be to purchase from the Company and the Selling Stockholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Stockholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Stockholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Stockholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 330,255 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 99,778 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Option Stock. Such option is granted solely for Common Stock than the purpose number of covering over-allotments shares of the Firm Stock in the sale of Firm Stock offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of the Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of the Option Stock to be sold on such Delivery Date as the number of shares of the Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by total number of shares of the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsFirm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 17.4825 per share. The Company and the Selling Stockholders shall not be obligated to deliver any shares of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents represent the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis certain of the representations and warranties contained in, and subject Selling Stockholders identified in Schedule 2 hereto each grant to the terms Underwriters, severally and conditions ofnot jointly, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock shares of Option Stockset forth opposite such Selling Stockholder’s name in Schedule 2 hereto. Such option is granted solely for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 $ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 1,100,000 shares of the Firm Stock and the Selling Stockholders Shareholder hereby agree agrees to sell 10,267,169 200,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Shareholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Shareholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 195,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 3,350,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and each of the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and each of the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company or any of the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or any of the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non- defaulting Underwriter to the Company or any of the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to and the Underwriters Other Selling Securityholders grant an option to purchase the several Underwriters to purchase, severally and not jointly, on a pro rata basis up to 2,325,000 100,000 shares in the aggregate of the Option Stock from the Company and up to 500,000 shares in the aggregate of the Option Stock from the Other Selling Securityholders (in the amounts set forth in Schedule I with respect to such Other Selling Securityholders) at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part from time to time on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 _______ shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite the name of such Selling Stockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants and [certain of the] Selling Stockholders grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock _______ shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name names of such Underwriters in Schedule 1 and Schedule 2 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 4,665,210 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 699,781 shares of Option Stock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Class A Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 31.04 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock, as the case may be, to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,000,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite its/his/her name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 450,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 6,500,000 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations each Option Selling Stockholder, severally and warranties contained innot jointly, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock shares of Option Stockset forth opposite its name in Schedule 2 hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 $ per share. The Company and the No Selling Stockholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 [__________] shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite name of such Selling Stockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto l represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants and the Selling Stockholders grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock [__________] shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 l hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [______] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 3,000,000 shares of the Firm Stock and the Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 1,500,000 shares of the Firm Stock Stock, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and each from the Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by the Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 675,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 __________ shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC in such manner as ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC deems advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 ____________ shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC in such manner as ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC deems advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 3,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 450,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 2 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 23.75 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 ________ shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 4, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 or 10 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the First Closing Date determined as provided in Section 6 hereof for not more than seven business days after the date originally fixed as the Representatives First Closing Date pursuant to said Section 6 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions ofherein set forth, this Agreement, the The Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 225,000 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering over-may be exercised only to cover over- allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 6 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 1,638,630 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $_______ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents bears to the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non- defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non- defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non- defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Firm Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased by or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters pursuant agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on . (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 361,370 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company hereby agrees to sell 6,500,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite its or his name in Schedule II hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company hereby grants to the Underwriters an option to purchase up to 2,325,000 an aggregate of shares of Option Stock shares of the Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock as set forth opposite the name of such Underwriters each Underwriter in Schedule 1 I hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 $ per share. The Neither the Company and nor the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined)Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder Company, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock _______ shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 ________ shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non- defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24 hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24 hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 ______ shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,800,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters Selling Securityholders grant an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 600,000 shares in the aggregate of the Option Stock from the Selling Securityholders at the same price per share as the Underwriters shall pay for the Underwritten Stock. The maximum number of shares of Option Stock shares of Option Stockto be sold by such Selling Securityholders is set forth opposite their respective names in Schedule II. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares If the option granted hereby is exercised in part, the respective number of Option Stock Shares to be sold by the Selling Securityholders listed on Schedule II shall be purchased severally for the account of the Underwriters in proportion determined on a pro rata basis according to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (sold by each such Selling Securityholder and the total aggregate number of shares of Option Stock to be sold hereunder, as hereinafter defined), except upon payment for all adjusted by you in such manner as you deem advisable to avoid fractional shares. The number of shares of the Option Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Issuer agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 9,750,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Issuer grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 1,462,500 additional shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 5 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $43.48 13.125 per share. The Company and the Selling Stockholders shall Issuer is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein. The Underwriters, through the Representatives, agree to reimburse the Company on a pro rata basis in proportion to the total number of shares set forth opposite each Underwriter’s name in Schedule I hereto at the times indicated below by wire transfer of immediately available funds to an account or accounts designated by the Company, as follows: (i) on the Initial Delivery Date, an amount equal to $577,500, upon the purchase by the Underwriters of the Firm Stock on the Initial Delivery Date; and (ii) on each Option Delivery Date, an amount equal to $0.07 per share of Option Stock purchased by the Underwriters on such Delivery Date.

Purchase of the Stock by the Underwriters. a. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,689,005 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by Jefferies & Company, Inc. in such manner as Jefferies & Company, Inc. deems advisable to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. b. If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company grants or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters an option shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase up under this Agreement shall be automatically increased on a pro rata basis to 2,325,000 absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of Option the Stock exceeds 10% of the total number of shares of Option Stockthe Stock which all Underwriters agreed to purchase hereunder. Such option is granted solely If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the purpose of covering over-allotments in terms herein set forth. In any such case, either you or the sale of Firm Stock Company and is exercisable the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereofhereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. Shares of Option Stock If neither the non-defaulting Underwriters nor the Company shall be purchased severally make arrangements within the 24-hour periods stated above for the account purchase of all the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be delivered terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.non-defaulting Underwriter

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 6,500,000 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Common Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants and the applicable Selling Stockholders specified in Schedule 2 hereto grant to the Underwriters an option options to purchase up to 2,325,000 shares an aggregate of Option Stock 573,647 shares of Option Stock. Such option is options are granted solely severally for the purpose of covering over-allotments in the sale of Firm Stock and is are exercisable as provided in Section 5 hereof; provided, the Company shall be jointly liable and required to perform the options granted by such Selling Stockholders in the event such Selling Stockholders are unable to deliver their shares of Option Stock and perform their obligations on the Second Delivery Date (as defined in Section 5 hereof). Shares of Option Stock shall be purchased severally for the account of the Underwriters each Underwriter in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 $ ___ per share. The Company Selling Stockholders and the Selling Stockholders Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date (or the Second Delivery Date, as hereinafter defined)the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 __________ shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $_______ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Sections 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non- defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders jointly shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to and the Underwriters Principal Selling Securityholder grant an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 ________ shares in the aggregate of the Option Stock shares of Option from the Company and the Principal Selling Securityholder at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. In the event of exercise of such option, in whole or in part, half of the total number of shares of Option Stock to be purchased by the several Underwriters shall be sold to them by the Company and half shall be sold to them by the Principal Selling Securityholder. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,000,000 shares of the Firm Stock and the each Selling Stockholders Shareholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite that Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and each from the Selling Stockholder Shareholders, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by the Selling Shareholders as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 1,050,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 22.4295 per share. The Company and the Selling Stockholders Shareholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,750,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, Selling Shareholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth on Schedule II opposite that Underwriter’s the name in Schedule 1 hereto. Each Underwriter shall be obligated of such Selling Shareholder, and each of the Underwriters agrees to purchase from the Company and each of the Selling Stockholder Shareholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Shareholders and purchased by the several Underwriters shall be $___ per share. The obligations of each Underwriter to the Company and each of the Selling Shareholders shall be to purchase from the Company and the Selling Shareholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Shareholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, making this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock shares of Option Stock. Such option each Underwriter is granted solely for the purpose of covering over-allotments in the sale of Firm Stock contracting severally and is exercisable not jointly; except as provided in paragraphs (c) and (d) of this Section 5 hereof. Shares 3, the agreement of Option Stock shall be purchased severally for each Underwriter is to purchase only the account of the Underwriters in proportion to the respective number of shares of Firm the Underwritten Stock set forth opposite the name of such Underwriters specified in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Security holders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Security holders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Security holders shall be to purchase from the Company and the Selling Security holders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Security holders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, making this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock shares of Option Stock. Such option each Underwriter is granted solely for the purpose of covering over-allotments in the sale of Firm Stock contracting severally and is exercisable not jointly; except as provided in paragraphs (b) and (c) of this Section 5 hereof. Shares 4, the agreement of Option each Underwriter is to purchase only the respective number of shares of the Underwritten Stock shall be purchased severally specified in Schedule I. (b) If for the account any reason one or more of the Underwriters in proportion shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 or 10 hereof) to purchase and pay for the number of shares of Firm the Stock set forth opposite agreed to be purchased by such Underwriter or Underwriters, the name Company or the Selling Security holders shall immediately give notice thereof to you, and the non- defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in Schedule 1 heretosuch proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. The respective purchase obligations of each Underwriter If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price number of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.shares

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 1,300,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $____ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be be 4. purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, making this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock shares of Option Stock. Such option each Underwriter is granted solely for the purpose of covering over-allotments in the sale of Firm Stock contracting severally and is exercisable not jointly; except as provided in paragraphs (b) and (c) of this Section 5 hereof. Shares 3, the agreement of Option Stock shall be purchased severally for each Underwriter is to purchase only the account of the Underwriters in proportion to the respective number of shares of Firm the Underwritten Stock set forth opposite the name of such Underwriters specified in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.I.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock to the several Underwriters 12,250,000 shares of Firm Stock; and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 and 2 hereto. Each Underwriter shall be obligated to purchase from the The Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company also grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 1,975,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock when granted shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedules 1 and 2 hereto. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Selling Shareholder agrees to sell 4,250,000 shares of Firm Stock; and each of the Underwriters, severally agrees to purchase from the Selling Shareholder the number of shares of Firm Stock set forth opposite that Underwriter's name in Schedule 1 and 2. The shares of Firm Stock will be in the form of the delivery of shares of Class A Common Stock, par value $.01 per share, of the Company, which will upon sale to the Underwriters automatically convert into Common Stock. In addition, the Selling Shareholder grants to the Underwriters an option to purchase up to 500,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock when granted shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedules 1 and 2 hereto. The shares of Option Stock will be in the form of the delivery of shares of Class A Common Stock, par value $.01 per share, of the Company which will upon sale to the Underwriters automatically convert into Common Stock. Shares of Option Stock shall be sold severally from the Company and the Selling Shareholders in proportion to the number of shares of Option Stock offered by the Company and the Selling Shareholder. In every case, the respective purchase obligations of each Underwriter with respect to the Firm Stock or Option Stock Stock, as applicable, shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [ ] per share. The Neither the Company and nor the Selling Stockholders Shareholder shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 1,750,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite his or her name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 450,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each of the Company Selling Shareholders hereby agrees to sell 6,500,000 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder Shareholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold, sold by each Selling Shareholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants Selling Shareholders grant to the Underwriters an option to purchase up to 2,325,000 shares an aggregate of Option Stock 825,000 shares of Option Stock. Specifically, each Selling Shareholder agrees to sell to the Underwriters the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, each Selling Shareholder shall sell severally that number of shares of Option Stock in proportion to the total number of shares of Option Stock set forth opposite the name of such Selling Shareholder in Schedule 2 hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [_] per share. The Company and the Selling Stockholders Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,496,076 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 450,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 5,400,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants Selling Stockholders grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 810,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 30.267 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 17,167,380 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations representations, warranties and warranties contained inagreements herein contained, and upon the terms but subject to the terms and conditions of, this Agreementherein set forth, the Company hereby grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 shares an aggregate of Option Stock 2,575,106 additional shares of Option Stock. Such The option is granted solely for hereunder may be exercised at any time and from time to time in whole or in part upon notice by the purpose Representatives to the Company, which notice may be given at any time within 30 days from the date of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereofthis Agreement. Shares If any shares of Option Stock shall is to be purchased purchased, (a) each Underwriter agrees, severally for the account of the Underwriters in proportion and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Stock to be purchased as the number of Firm Stock set forth on Schedule I opposite the name of such Underwriters Underwriter bears to the total number of Firm Stock and (b) the Company agrees to sell the number of Option Stock set forth in Schedule 1 heretothe paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representatives may determine). The respective purchase obligations Representatives may cancel the option at any time prior to its expiration by giving written notice of each Underwriter with respect such cancellation to the Option Company. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, Preliminary Prospectus and the Prospectus, their respective portions of the Stock shall be adjusted as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable. The purchase price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $43.48 11.65 per share. The Company and the Selling Stockholders shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 __________ shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non- defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non- defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly up to 2,325,000 ___________ shares in the aggregate of the Option Stock from such Company and certain of the Selling Securityholders grant an option to the several Underwriters to purchase, severally and not jointly, up to __________ shares in the aggregate of the Option Stock from such Selling Securityholders at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company and such Selling Securityholders setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 4,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 750,000 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 1,750,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, the Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of the Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholder the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholder and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and the Selling Stockholder Securityholder shall be to purchase from the Company and the Selling Securityholder that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholder pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholder shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholder shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholder shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholder shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholder. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company Selling Securityholder grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 562,500 shares in the aggregate of the Option Stock shares of Option from the Selling Securityholder at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Attorneys-in-Fact setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 [ ] shares of the Firm Stock and the Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and each from the Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by the Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase and agrees to sell up to 2,325,000 shares of Option Stock [ ] shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [ ] per share. The Company and the Selling Stockholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 7,500,000 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule II hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto I represents of to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder identified in Schedule II attached hereto grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 1,500,000 shares of Option Stock, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to price payable by the Underwriters for the Firm Stock is $[ ] per share. The purchase price payable by the Underwriters for the Option Stock shall be adjusted the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both Company and payable on the Firm Stock and any but not payable on the Option Stock shall be $43.48 per shareStock. The Company and the Selling Stockholders shall are not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 1,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions ofherein set forth, this Agreement, each of the Company Selling Securityholders grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 90,000 shares in the aggregate of the Option Stock shares of Option from such Selling Securityholder at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Attorneys-in-Fact setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option and the date on which such shares of the Option Stock are to be delivered, as determined by you but in no event earlier than the date that the Underwritten Stock is exercisable delivered hereunder. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares. If the Underwriters elect to purchase less than all 270,000 shares of Option Stock, then one-third of the shares of Option Stock purchased by all the Underwriters pursuant to such election shall be purchased from each of the Selling Securityholders.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,600,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Stockholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Stockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Stockholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Stockholders and purchased by the several Underwriters shall be $[_____] per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Stockholders shall be to purchase from the Company and the Selling Stockholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the non-defaulting Underwriters shall have the right within twenty-four (24) hours after receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Stockholders shall have the right, within twenty-four (24) hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Stockholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Stockholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 525,000 shares in the aggregate, of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 5,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 750,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 ____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder hereby agrees to sell 6,500,000 6,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock Stock, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants and the Selling Stockholder grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 900,000 shares of Option Stock, of which 150,000 shares will be offered by the Company and 750,000 shares will be offered by the Selling Stockholder. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 $ per share. The Company and the Selling Stockholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 ________ shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. . Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants Selling Stockholders grant to the Underwriters an option to purchase up to 2,325,000 750,000 shares of Option Stock, with each Selling Stockholder agreeing to sell the number of shares of Option Stock necessary to cover this option proportionate to the percentage of shares of Option StockFirm Stock being offered by such Selling Stockholder as set forth in Schedule 2 hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 ____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 345,000 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 28,000,000 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock shares of Option Stockset forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 $ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 the Company Firm Stock, and each Selling Stockholder hereby agrees to sell the number of shares of the Selling Stockholder Firm Stock set forth opposite its name in Schedule 2 hereto, severally and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of Option Selling Stockholders and the representations Company, severally and warranties contained innot jointly, and subject grant to the terms Underwriters an option to purchase the Option Stock, as follows: (i) the Option Selling Stockholders hereby grant the Underwriters an option to purchase the first 1,066,427 shares of Option Stock to be sold to the Underwriters and conditions of, this Agreement, (ii) the Company hereby grants to the Underwriters an option to purchase up to 2,325,000 58,573 shares of Option Stock to be sold to the Underwriters if the Underwriters exercise their option to purchase in excess of 1,066,427 shares of Option Stock. Such option is options are granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is are exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 $ per share. The Neither the Company and the nor any Selling Stockholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 [2,500,000] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto l represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock [375,000] shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 l hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 $ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 [ ] shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite name of such Selling Stockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto l represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants and the Selling Stockholders grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock [ ] shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 l hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 3,000,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite such Selling Stockholder's name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 600,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 3,000,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite his or her name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares Shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations Selling Stockholders severally and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants not jointly grant to the Underwriters an option to purchase up to 2,325,000 shares an aggregate of Option Stock 525,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally and not jointly from the Selling Stockholders in proportion to the number of shares of Firm Stock set forth opposite the name of such Selling Stockholder in Schedule 2 hereto for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 [_____] shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite name of such Selling Stockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto l represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants and the Selling Stockholders grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock ______ shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 l hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 6,500,000 2,750,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree severally and not jointly agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite their name in Schedule 2 hereto, severally and not jointly to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis Company and each of JPMDJ and JPMP 23A, two of the representations and warranties contained inSelling Stockholders, and subject to the terms and conditions of, this Agreement, the Company grants grant to the Underwriters an option to purchase up to 2,325,000 shares an aggregate of Option Stock 1,125,000 shares of Option Stock. Specifically, each of the Company, JPMDJ and JPMP 23A agree to sell to the Underwriters the number of shares of Option Stock set forth opposite its name in Schedule 3 hereto. In the event that the Underwriters exercise their option in part but not in full, each of the Company, JPMDJ and JPMP 23A shall sell severally that number of shares of Option Stock in proportion to the total number of shares of Option Stock set forth opposite its name in Schedule 3 hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 18.216 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined)Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 4,400,000 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 660,000 additional shares of Option Stock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Stockholder as set forth in Schedule 2 hereto initially with respect to the Option Stock to be sold among the Selling Stockholders in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto and then by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 16.6688 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties agreements of the Underwriters contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 7,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 1,050,000 additional shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 5 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 7.56 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein. The Company hereby confirms its engagement of Tudor, Pickering, ▇▇▇▇ & Co. Securities, Inc. (the “Independent Underwriter”) as, and the Independent Underwriter hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of NASD Rule 2720(b)(15) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Stock. As compensation for the services of the Independent Underwriter acting in such capacity hereunder, the Company agrees to pay the Independent Underwriter $25,000 on the Initial Delivery Date (as defined below). The public offering price of the Firm Stock and the Option Stock, if any, is not in excess of the price recommended by the Independent Underwriter, acting as a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the FINRA.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC in such manner as ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC deems advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Sections 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 496,858 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC in such manner as ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC deems advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,569,075 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 385,362 shares of Option Stock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Class A Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 26.125 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock, as the case may be, to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 3,236,338 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 485,450 shares of Option Stock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Class A Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 19.0127 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock, as the case may be, to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 6,500,000 the number of shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock set forth opposite its name in Schedule 2 hereto to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, certain of the Company grants Selling Stockholders grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 1,100,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 27.38 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,100,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company grants or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters an option shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase up under this Agreement shall be automatically increased on a pro rata basis to 2,325,000 absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of Option the Stock exceeds 10% of the total number of shares of Option Stockthe Stock which all Underwriters agreed to purchase hereunder. Such option is granted solely If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the purpose of covering over-allotments in terms herein set forth. In any such case, either you or the sale of Firm Stock Company and is exercisable the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereofhereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. Shares of Option Stock shall be purchased severally for If neither the account of non-defaulting Underwriters nor the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders Securityholders shall not be obligated to deliver any make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be delivered terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any Delivery Date non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (as hereinafter definedb), except upon payment for all the Stock to be purchased on and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Delivery Date as provided hereinUnderwriter under this Agreement.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 1,250,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 4, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 or 10 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the First Closing Date determined as provided in Section 6 hereof for not more than seven business days after the date originally fixed as the Representatives First Closing Date pursuant to said Section 6 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to and the Underwriters Selling Securityholders grant an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 an aggregate of 256,500 shares of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 6 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,000,000 shares of the Firm Stock and the each Selling Stockholders Shareholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite his or her name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Shareholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Shareholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 315,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders Shareholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to and certain of the Underwriters Selling Securityholders grant an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 312,916 shares in the aggregate of the Option Stock shares from the Company and certain of Option the Selling Securityholders at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 [ ] shares of the Company Firm Stock and the each Selling Stockholders Shareholder hereby agree agrees to sell 10,267,169 the number of shares of the Selling Shareholder Firm Stock set forth opposite its name on Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants certain Selling Shareholders grant to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock set forth opposite such Selling Shareholder’s name on Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, the Option Stock shall be purchased severally from the Selling Shareholders in proportion to the number of shares of Option StockStock set forth opposite the name of such Selling Shareholder on Schedule 2 hereto. Such option is granted solely for the purpose of covering over-over- allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [ ] per share. The Neither the Company and nor the Selling Stockholders Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to all the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 3,000,000 shares of the Primary Firm Stock and the each Selling Stockholders Stockholder, severally and not jointly, hereby agree agrees to sell 10,267,169 the number of shares of the Secondary Firm Stock set opposite its name in Schedule II hereto to the several Underwriters and upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 [ ] shares of Option Stock and certain of the Selling Stockholders set forth on Schedule II hereto hereby grant to the Underwriters an option to purchase up to the number of shares of the Option StockStock set opposite their respective names on Schedule II hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 I hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [ ] per share. The Neither the Company and nor the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 ____________ shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Principal Selling Stockholder grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock ____________ shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [ ] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non- defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to and the Underwriters Selling Securityholders grant an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 352,500 shares in the aggregate of the Option Stock from the Company and the Selling Securityholders, in the respective aggregate number of Option Stock shares of Option Shares set forth opposite the Company and each such Securityholders name on Schedule III, at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering over-may be exercised only to cover over- allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 4,500,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 675,000 shares of Option Stock and the Selling Stockholders severally, and not jointly, grant to the Underwriters an option to purchase up to 225,000 shares of Option Stock. The Option Stock to be sold by each such Selling Stockholder hereunder shall be equal to the number of shares of Option Stock set forth opposite each such Selling Stockholder's name in Schedule 2 hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 1,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Stockholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Stockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Stockholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Stockholders and purchased by the several Underwriters shall be $ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Stockholders shall be to purchase from the Company and the Selling Stockholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, making this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock shares of Option Stock. Such option each Underwriter is granted solely for the purpose of covering over-allotments in the sale of Firm Stock contracting severally and is exercisable not jointly; except as provided in paragraphs (b) and (c) of this Section 5 hereof. Shares 3, the agreement of Option each Underwriter is to purchase only the respective number of shares of the Underwritten Stock shall be purchased severally specified in Schedule I. (b) If for the account any reason one or more of the Underwriters in proportion shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of Firm the Stock set forth opposite agreed to be purchased by such Underwriter or Underwriters, the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and or the Selling Stockholders shall not immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be obligated to deliver agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to be delivered on any Delivery Date (as hereinafter defined)purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, except upon payment for all the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be purchased automatically increased on such Delivery Date as provided herein.a pro rata basis to absorb the remaining shares and portion which the defaulting

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 4,975,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, the Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of the Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholder the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholder and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and the Selling Stockholder Securityholder shall be to purchase from the Company and the Selling Securityholder that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholder pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholder shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholder shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholder shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholder shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company and the Selling Securityholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company and the Selling Securityholder. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 750,000 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 ______________ shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___________ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24- hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non- defaulting Underwriter and without any liability on the part of any non- defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to and the Underwriters Selling Securityholders grant an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 ______________ shares in the aggregate of the Option Stock shares of Option from the Company and the Selling Securityholders at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering over-may be exercised only to cover over- allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,250,000 shares of the Firm Stock and the Selling Stockholders hereby agree each of Paul ▇. ▇▇▇▇▇ ▇▇▇ Soph▇▇ ▇. ▇▇▇▇▇ ▇▇▇eby agrees to sell 10,267,169 300,000 shares and 200,000 shares, respectively, of the Firm Stock Stock, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto I represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 337,500 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 I hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the 10 10 Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 ___ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 [•] shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Option Stock. Such option is granted solely for Common Stock than the purpose number of covering over-allotments shares of the Firm Stock in the sale of Firm Stock offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of the Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of the Option Stock to be sold on such Delivery Date as the number of shares of the Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by total number of shares of the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsFirm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 [•] per share. The Company and the Selling Stockholders shall not be obligated to deliver any shares of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,000,000 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock shares of Option Stockset forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock Shares in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 19.35 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 4,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Underwritten Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 600,000 additional shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Firm Common Stock than the number of shares of Underwritten Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Option Stock shall be purchased Each Underwriter agrees, severally for the account of the Underwriters in proportion and not jointly, to purchase the number of shares of Firm Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Underwritten Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Underwritten Stock. The price of both the Firm Underwritten Stock and any Option Stock purchased by the Underwriters shall be $43.48 4.37 per share; provided that the purchase price per share of Option Stock shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Stock but not payable on the Option Stock. The Company and the Selling Stockholders shall not be obligated to deliver any of the Underwritten Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 1,700,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, the Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholder the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholder and purchased by the several Underwriters shall be $____ per share. The obligation of each Underwriter to the Company and the Selling Stockholder Securityholder shall be to purchase from the Company and the Selling Securityholder that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholder pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, making this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock shares of Option Stock. Such option each Underwriter is granted solely for the purpose of covering over-allotments in the sale of Firm Stock contracting severally and is exercisable not jointly; except as provided in paragraphs (b) and (c) of this Section 5 hereof. Shares 3, the agreement of Option each Underwriter is to purchase only the respective number of shares of the Underwritten Stock shall be purchased severally specified in Schedule I. (b) If for the account any reason one or more of the Underwriters in proportion shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of Firm the Stock set forth opposite agreed to be purchased by such Underwriter or Underwriters, the name Company or the Selling Securityholder shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in Schedule 1 hereto. The respective purchase obligations such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any shares of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on which such Delivery Date as provided herein.defaulting Underwriter or Underwriters

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 7,500,000 shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule II hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto I represents of to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to 2,325,000 shares the number of Option Stock shares of Option Stock, set forth opposite its name in Schedule II hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to price payable by the Underwriters for the Firm Stock is $26.27625 per share. The purchase price payable by the Underwriters for the Option Stock shall be adjusted the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both Company and payable on the Firm Stock and any but not payable on the Option Stock shall be $43.48 per shareStock. The Company and the Selling Stockholders shall are not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 5,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Sections 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 750,000 shares in the aggregate of the Option Stock shares of Option from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 2,000,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Stockholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Stockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Stockholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Stockholders and purchased by the several Underwriters shall be $[_____] per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Stockholders shall be to purchase from the Company and the Selling Stockholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the non-defaulting Underwriters shall have the right within twenty-four (24) hours after receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares and portion of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Stockholders shall have the right, within twenty-four (24) hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Stockholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Stockholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions ofherein set forth, this Agreement, each of the Company Selling Stockholders named on Schedule III grants to the Underwriters an option to purchase up the several Underwriters to 2,325,000 shares of purchase, severally and not jointly, the Option Stock shares of Option from such Selling Stockholders, each in the amount set forth on Schedule III hereto, at the same price per share as the Underwriters shall pay for the Underwritten Stock. Such Said option is granted solely for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice by you to the Company as Custodian no later than 9:00 a.m. San Francisco time setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. If the option granted hereby is exercisable exercised in part, the Option Stock to be sold by each Selling Stockholder shall be the same percentage of the total number of shares of the Option Stock to be sold by each Selling Stockholder as is set forth on Schedule III, as adjusted by you in such reasonable manner as you deem advisable to avoid fractional shares. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 12,700,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 300,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 1,950,000 shares of Option Stock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option StockStock set opposite his, her or its name in Schedule 2 hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Option Stock shall be purchased severally for which represents the account same proportion of the Underwriters in proportion to the number of shares of Firm the Option Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Option Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto[represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement]. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 ____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 [ ] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 [_____] shares of Option Stock and the Selling Stockholders grant to the Underwriters an option to purchase up to [ ] shares of Option Stock, each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholders name in Schedule 2 hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsincrements. The Company agrees, in the event of a default or a failure on the part of the Selling Stockholders to deliver any or all of the shares of Option Stock, in addition to any other remedies which may be available to the Underwriters under this Agreement, to issue and sell to the Underwriters, subject to the terms and conditions of this Agreement, a number of shares of Option Stock up to the total amount of the shares of Option Stock set forth in this Section 3. The price of both the Firm Stock and any Option Stock shall be $43.48 [ ] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Shareholder hereby agrees to sell 6,500,000 the number of shares of the Firm Stock set forth opposite its name on Schedule 2 hereto, severally and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants Selling Shareholders grant to the Underwriters an option to purchase up to 2,325,000 the number of shares of Option Stock set forth opposite such Selling Shareholder’s name on Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, the Option Stock shall be purchased severally from the Selling Shareholders in proportion to the number of shares of Option StockStock set forth opposite the respective names of such Selling Shareholders on Schedules 2A and 2B hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name respective names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 17.765 per share. The Company and the No Selling Stockholders Shareholder shall not be obligated to deliver any of the Stock to be delivered by it on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 500,000 shares of the Firm Stock and the each Selling Stockholders Stockholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 296,408 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 [ ] shares of the Firm Stock and each of the Selling Stockholders Shareholders hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite their name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder Shareholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and each Selling Shareholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants Selling Shareholders grant to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock [ ] shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 [ ] per share. The Company and the Selling Stockholders Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined)Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 2,000,000 shares of the Firm Stock and the each Selling Stockholders Shareholder hereby agree agrees to sell 10,267,169 the number of shares of the Firm Stock set opposite his/her name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Shareholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be soldsold by the Company, and by each Selling Shareholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 shares of Option Stock 480,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 _____ per share. The Company and the Selling Stockholders Shareholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,500,000 • shares of the Firm Stock and the each Selling Stockholders hereby agree Stockholder agrees to sell 10,267,169 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Stockholder Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold, sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 2,325,000 • additional shares of Option Stock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option StockStock set forth opposite such Selling Stockholder's name in Schedule 2 hereto, severally and not jointly. Such option is granted solely for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for made initially with respect to the account of Option Stock to be sold by the Underwriters Company and then among the Selling Stockholders in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $43.48 $ • per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined)Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 6,500,000 50,150 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Stockholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated II opposite the name of such Selling Stockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Stockholders the respective aggregate number of shares of the Underwritten Stock set forth opposite its name in Schedule I. The price at which the shares of the Underwritten Stock shall be sold by the Company and the Selling Stockholders and purchased by the several Underwriters shall be $_____ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholder Stockholders shall be to purchase from the Company and the Selling Stockholders that number of shares of the Firm Underwritten Stock that which represents the same proportion of the total number of shares of Firm the Underwritten Stock to be sold, sold by each of the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Firm Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters , as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after such default to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non- defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Stockholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Representatives Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may determinebe made. In additionIf neither the non-defaulting Underwriters nor the Company and the Selling Stockholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Stockholders to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Stockholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations representations, warranties and warranties contained incovenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company grants to the Underwriters an option to purchase the several Underwriters to purchase, severally and not jointly, up to 2,325,000 165,000 shares in the aggregate of Option Stock shares of the Option Stock. Such option is granted solely , at the same price per share as the Underwriters shall pay for the purpose of covering Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock by the Underwriters and is exercisable may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telecopied notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of the Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the The number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $43.48 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on by each Underwriter shall be the same proportion of the total number of shares of the Option Stock to be purchased by the several Underwriters as such Delivery Date Underwriter is purchasing of the Underwritten Stock, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.