Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation Each Selling Shareholder and the Company, severally and not jointly, hereby agrees agree to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from such Selling Shareholder and the Corporation Company at US$5.15 per Share $____ a share (the “Purchase Price”"PURCHASE PRICE") all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective amounts same proportion to the number of Firm Shares to be sold by such Selling Shareholder and the Company as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter’s nameUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 _____________ Additional Shares at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice of each election to exercise the option, not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration Each of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the ProspectusesSelling Shareholders, the Underwriters shall be entitled to receive from Company and LuxSub hereby agrees that it will not, and the Corporation at Company and LuxSub agree that they will cause each Subsidiary not to, without the time prior written consent of closing Morgan Stanley on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive behalf of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each during the period ending 000 xaxx xxxxr the date of the 4.00% fee Prospectus (or, in the case of the Selling Shareholders, 2 years after the Closing Date), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, exchange, redeem or otherwise transfer or dispose of, directly or indirectly, (i) any shares of Common Stock or the Company's Class X common shares (the "X STOCK") or any securities convertible into or exercisable or exchangeable for Common Stock or X Stock, or (ii) any shares of capital stock of LuxSub or any securities convertible into or exercisable or exchangeable for capital stock of LuxSub, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, X Stock or capital stock of LuxSub or any securities convertible into or exercisable or exchangeable for Common Stock, X Stock or capital stock of LuxSub, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock, X Stock, capital stock of LuxSub or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of a number of shares of Common Stock not to exceed shares of Common Stock upon the exercise of an option or warrant or the exchange, redemption or conversion of a security outstanding on the date of Closing Date of which the Underwriters have been advised in writing prior to the date of this Agreement, including exchanges of Class I common shares of LuxSub for shares of Common Stock and exchanges of exchangeable shares of certain Subsidiaries for shares of Common Stock, provided that, except as otherwise agreed in writing by Morgan Stanley on behalf of the Underwriters, such shares of Common Stxxx xxe xxxxxxt to the terms of the restrictions contained in the preceding paragraph, (C) issuance of shares of Common Stock, Class I common shares of LuxSub and exchangeable shares of certain Subsidiaries in exchange for "Sub Shares" (as defined in each Rollup Agreement), (D) the granting by the Company, LuxSub or any of the Option Closing DateSubsidiaries of awards with respect to not more than ___ shares of Common Stock to officers, directors, consultants or employees (including any person providing services through a personal services company) under the benefit plans described in the Prospectus, provided that any such awards are not exercisable, and any shares of Common Stock subject to any such award may not be delivered, prior to the end of the 180-day lock-up period, and the sale of not more than ___ shares of Common Stock to officers, directors, consultants or employees (including any person providing services through a personal services company) under the Company's 2003 Employee Share Purchase Plan (as applicabledescribed in the Prospectus), an aggregate work fee equal to 5.00(E) any transaction required under the Company's independence relief no-action letter dated _________, 2002 from the Commission, (F) the issuance by the Company (or LuxSub) of a number of shares not exceeding 10% of the aggregate Common Stock to be outstanding immediately following the Closing (assuming all Class I common shares of LuxSub and exchangeable shares of the Subsidiaries then outstanding are redeemed or exchanged for newly issued Common Stock on a one-for-one basis), in each case in connection with acquisitions, including any acquisitions of the consulting business of a firm in the PricewaterhouseCoopers network that is designated a "member firm", provided that the recipient of such fees shares agrees to be bound by the restrictions contained in the preceding paragraph, (G) the “Work Fee”transfer by any Selling Shareholder of Class I common shares of LuxSub or any exchangeable shares of any Subsidiary, provided that, prior to any such transfer and any subsequent transfer, the recipient of any such shares agrees, in an instrument satisfactory to Morgan Stanley, to be bouxx xx txx xxxxrictions contained in the preceding paragraph to the same extent as such Selling Shareholder or subsequent transferee, (H) with respect to the exceptions in clauses (A), such Work Fee (B), (C), (D) (in the case of (D), only with respect to be split equally the sale of shares of Common Stock), (E) and (F) above, the issuance by LuxSub of the same number of shares of its equity to the Company and (I) the sale by any Selling Shareholder of a number of shares of Common Stock which, when added to the number of shares of Common Stock sold prior thereto pursuant to this clause (I), shall not exceed the number determined by multiplying the applicable percentage set forth in the table below by the Bookrunnersaggregate number of shares of Common Stock held by such Selling Shareholder immediately following the Closing (assuming all Class I common shares of LuxSub and exchangeable shares of the Subsidiaries then held by such Selling Shareholder are redeemed or exchanged for newly issued Common Stock on a one-for-one basis).

Agreements to Sell and Purchase. The Corporation Company hereby agrees to issue ------------------------------- and sell the U.S. Company Shares to the several U.S. Underwriters, and the Selling Stockholder hereby agrees to sell to the several UnderwritersU.S. Underwriters the U.S. Stockholder Shares, and each Underwriterof the U.S. Underwriters, upon the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the conditions hereinafter statedits terms and conditions, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company and the Selling Stockholder at US$5.15 a price per Share share of $___ (the “"Purchase Price”"), the respective number of U.S. Company Shares and U.S. Stockholder Shares (subject to such adjustments to eliminate fractional shares as the U.S. Representatives may determine) all (but not less than all) that bears the same proportion to the number of U.S. Company Shares and U.S. Stockholder Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares in the respective amounts set forth in Schedule I hereto opposite the name of such Underwriter’s nameU.S. Underwriter bears to the total number of Firm Shares set forth opposite the names of all U.S. Underwriters in Schedule I hereto. The Company hereby agrees to issue and sell the International Company Shares to the International Managers named in Schedule II hereto, and the Selling Stockholder hereby agrees to sell the International Stockholder Shares to the International Managers named in Schedule II hereto, and each of the International Managers, upon the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder at the Purchase Price the respective number of Firm Shares set forth opposite the name of such International Manager in Schedule II hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.U.S.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company at US$5.15 a price per Share share of $_____ (the “"Purchase Price”") all (but not less than all) the number of the Firm Shares in the respective amounts set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namehereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i)(A) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell up to the Underwriters the 750,000 Additional Shares, Shares and (B) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an aggregate of 750,000 Additional Shares from the Company at the Purchase Price and (ii)(A) the Selling Stockholders agree to sell up to 750,000 Additional Shares and (B) the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate of 750,000 Additional Shares from the Selling Stockholders at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company and the Selling Stockholders within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On each dayThe date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the Company and the Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company and the Selling Stockholders as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration The Sellers hereby agree, severally and not jointly, and the Company shall, concurrently with the execution of the this Agreement, deliver an agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% executed by (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicablei) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% directors and officers of the aggregate Company who is not a Selling Stockholder, and (ii) each stockholder listed on Annex I hereto, pursuant to which each such person agrees not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such fees (common stock or in any other manner transfer all or a portion of the “Work Fee”)economic consequences associated with the ownership of any such common stock, such Work Fee except to be split equally by the Bookrunners.Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of CS First Boston Corporation. Notwithstanding the foregoing, during such

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter stated, Company agrees to issue and sell 4,000,000 Firm Shares to the Underwriters (ii) each Selling Stockholder agrees, severally and not jointly jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (nor jointly iii) each Underwriter agrees, severally and severally)not jointly, to purchase from the Corporation Company and each Selling Stockholder at US$5.15 a price per Share share of $________ (the “"Purchase Price”") all (but not less than all) the number of the Firm Shares in (subject to adjustments to eliminate fractional shares as you may determine) which bears the respective amounts set forth same proportion to the total number of Firm Shares to be sold by such Underwriter in Schedule I hereto opposite such Underwriter’s namebears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Corporation grants an option Company agrees to issue and sell up to 546,667 Additional Shares to the Underwriters, (ii) the Additional Selling Stockholders agree to sell up to 203,333 Additional Shares to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and (iii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 546,667 Additional Shares from the Company at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time Price and up to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by set forth opposite each Additional Selling Stockholder's name in Schedule III hereto from such Additional Selling Stockholder at the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such noticePurchase Price. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Additional Selling Stockholders, care of the Company, within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On each dayThe date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the Company and/or the Additional Selling Stockholders, as the case may be, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration of the agreement on event the part of the several Underwriters elect to exercise their option to purchase the Additional Shares in part, the Company and to offer them the Additional Selling Stockholders shall sell to the public Underwriters, and the Underwriters shall purchase (i) first, the Additional Shares to be sold by the Additional Selling Stockholders until all such Additional Shares have been sold, and (ii) second, the Additional Shares to be sold by the Company until all such Additional Shares have been sold. In the event the Underwriters elect to exercise their option to purchase Additional Shares such that the Underwriters will purchase a portion but not all of the Additional Shares to be sold by the Additional Selling Stockholders pursuant to clause (i) of the Prospectusesimmediately preceding sentence, the Underwriters shall purchase from each Additional Selling Stockholder that number of Additional Shares equal to the total number of Additional Shares remaining to be entitled to receive purchased by the several Underwriters from the Corporation at Additional Selling Stockholders multiplied by a fraction, the time numerator of closing on which is the Closing Date or number of Additional Shares set forth opposite the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive name of federal goods such Additional Selling Stockholder in Schedule III hereto and services tax, harmonized sales tax and provincial sales tax, if applicable) the denominator of which is the aggregate number of Additional Shares offered by all of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, Additional Selling Stockholders as applicableset forth in Schedule III hereto. The Bookrunners shall be entitled to receive from Company agrees that the UnderwritersCompany shall, out concurrently with the execution of this Agreement, deliver letter agreements executed by (i) each of the 4.00% fee directors and officers of the Company and (ii) each Selling Stockholder, pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any Common Stock, except to the Underwriters pursuant to this Agreement, for a period of 90 days after the effective date of the Registration Statement, other than (i) as a gift or gifts, provided the donee or donees thereof agree in writing to be bound such letter agreement, (ii) transfers to a transferor's affiliates, as such term is defined in Rule 405 promulgated under the Act, provided the transferee agrees in writing to be bound by such letter agreement, or (iii) with the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation (except as to shares held by affiliates of Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation which require the prior written consent of Alex. Browx & Xons Incorporated, NatWest Securities Limited and J.C. Xxxxxxxx & Xo.). Notwithstanding the foregoing, during such period the Company (i) may grant stock options (and may issue shares of its Common Stock upon exercise thereof) pursuant to the Company's existing 1995 Stock Option Plan or the Company's existing 1996 Directors' Stock Option Plan or the Company's existing 1996 Stock Option Plan or a similar option plan that provides for the granting of no more than 250,000 options for the benefit of employees of the Company which plan is approved by the Board of Directors of the Company (collectively, the "Option Plans"), (ii) may issue shares of Common Stock upon the exercise of any of the 450,000 stock options granted to Davix X. Xxxxxx xxxside of the Option Plans, (iii) may issue shares of Common Stock upon the exercise of the 50,000 warrants outstanding on the Closing Date date hereof, (iv) may issue shares of Common Stock to Willxxx Xxxxxx xx satisfaction of a $200,000 non-interest bearing loan from Mr. Xxxxxx xxx (v) may issue shares of Common Stock in connection with the Company's acquisition of assets of, or an ownership interest in, another business or entity, provided, however, that, without the Option Closing Dateprior written consent of Donaxxxxx, as applicableXxfkin & Jenrxxxx Xxxurities Corporation, an aggregate work fee equal the Company may not (i) register the shares of Common Stock referred to 5.00% in clauses (iv) or (v) above under the Act for a period of 90 days after the effective date of the aggregate Registration Statement or (ii) grant any registration rights with respect to the shares of such fees Common Stock referred to in clauses (iv) or (v) above that are exercisable within 90 days after the “Work Fee”), such Work Fee to be split equally by effective date of the BookrunnersRegistration Statement.

Agreements to Sell and Purchase. (a) The Corporation Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) agreements of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties Company herein contained in this Agreement, and subject to its all the terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), conditions set forth herein each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Company, at a purchase price of $24.2125 per Security, provided, however, that with respect to sales made by the Underwriters to certain certain institutional purchasers, the purchase price instead shall be $24.5000 per Security. The Representative confirms to the Company that for this purpose the number of Additional Shares (subject Underwritten Securities sold to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as institutional purchasers is 66,200,000, the number of Firm Shares Underwritten Securities set forth in Schedule I hereto opposite the name of such Underwriter bears in Schedule I hereto (or such number of Securities increased as set forth in Section 11 hereof). Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 19,500,000 Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised in whole or in part at any time or from time to time on or before the 30th day after the date of the Final Prospectus, upon written or facsimile notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the date on which delivery and payment shall occur, which shall not be less than three Business Days after the date of the notice of exercise. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Firm Shares. In consideration of the agreement on the part of Option Securities to be purchased by the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) such Underwriter is purchasing of the gross proceeds Underwritten Securities, subject to such adjustments as the Corporation from the Shares purchased on the Closing Date or the Option Closing DateRepresentative, as applicable. The Bookrunners in its absolute discretion, shall be entitled make to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnerseliminate any fractional shares.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions hereinafter statedhereof, (i) the Company agrees to issue and sell to the Underwriters, at a price of $____ per Share (the "Purchase Price"), 1,600,000 Firm Shares; (ii) each Selling Stockholder agrees to sell to the Underwriters, at the Purchase Price, the number of Firm Shares set forth next to such Selling Stockholder's name on Schedule I; and (iii) each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company and the Selling Stockholders, at US$5.15 per Share (the “Purchase Price”) all (but not less than all) , the aggregate number of the Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s namesame proportion as the number of Firm Shares being sold by the Company and the Selling Stockholders bears to the total number of Firm Shares to be sold hereunder. On the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions hereof, (i) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees Selling Stockholders indicated on Schedule I hereto agree to sell to the Underwriters Underwriters, at the Purchase Price, up to an aggregate of 420,000 Additional Shares, ; and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, from time to time, up to 5,827,500 an aggregate of 420,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased purchased, (an “Option Closing Date”), i) each Underwriter agrees, severally and not jointly (nor jointly and severally), such Selling Stockholder agrees to purchase sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.maximum number

Agreements to Sell and Purchase. (a) The Corporation hereby Company agrees to issue and sell the Firm Securities to the several UnderwritersInitial Purchasers as hereinafter provided, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company the Firm Securities at US$5.15 per Share a purchase price of 96.75% of the principal amount thereof (the “Purchase Price”) all (but not less than all) of the Firm Shares ), in the respective amounts principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I 1 hereto opposite such Underwriter’s nameplus accrued interest, if any, from May 24, 2004 to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to issue and sell to the Underwriters Initial Purchasers the Additional SharesSecurities, and the Underwriters Initial Purchasers shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 $15,000,000 principal amount of Additional Shares Securities at the Purchase PricePrice plus accrued interest, if any, from the Closing Date (as defined below) to the date of payment and delivery. The Bookrunners may exercise this right If you, on behalf of the Underwriters Initial Purchasers, exercise such option, you shall so notify the Company in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such shares Additional Securities are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may The Company hereby agrees that, without the prior written consent of each of X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, it will not, during the period ending 90 days after the date of the Final Offering Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) above or this clause (ii) is to be purchased as provided settled by delivery of Common Stock or such other securities, in Section 5 hereof solely for the purpose of covering over allotments made in connection cash or otherwise, or (iii) file with the offering Securities and Exchange Commission (the “Commission”) a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock. The foregoing sentence shall not apply to (A) this Agreement or the sale of the Firm Shares and for market stabilization purposes. On each daySecurities under this Agreement or the issuance of the Underlying Securities, if any(B) the grant by the Company of employee, that Additional Shares are to be purchased officer or director stock options in the ordinary course of business, the issuance by the Company of any shares of Common Stock upon the exercise of any option or warrant or the conversion of any security outstanding on the date hereof or upon the exercise of any option (an “Option Closing Date”)regardless of when issued) issued under any employee, each Underwriter agreesofficer or director stock option or similar benefit plan, severally and not jointly (nor jointly and severally)C) the issuance by the Company of shares of Common Stock, stock appreciation rights or common stock equivalents or warrants, rights or options to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration any of the agreement on foregoing, pursuant to any employee, officer or director stock option, stock purchase or similar benefit plans, and (D) the part filing of any registration statement in respect of the several Underwriters to purchase Securities and the Shares and to offer them to the public Underlying Securities or any registration statement in respect of Common Stock or other securities pursuant to the ProspectusesCompany’s employee, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date officer or the Option Closing Datedirector stock option, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date stock purchase or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersother similar benefit plans.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly (nor jointly and severally)jointly, from the Company, the aggregate principal amount of Securities set forth opposite the name of each Underwriter on Schedule A hereof, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9, at a price of 96.875% of the aggregate principal amount thereof (representing a public offering price of 100% less underwriting discount of 3.125%) plus accrued and unpaid interest from October 1, 2019, up to, but not including, the Corporation at US$5.15 per Share Closing Date (the “Purchase Price”) all (but not less than all) ). The Company is advised by the Representative that the Underwriters propose to make public offering of their respective portions of the Firm Shares Securities as soon after this Agreement has become effective as is advisable in the respective amounts set forth Representative’s judgment. The Company is further advised by the Representative that the Securities are to be offered to the public from time to time, in Schedule I hereto opposite one or more negotiated transactions, at prices that may be different than par. These sales may occur at market prices prevailing at the time of sale, at prices related to such Underwriter’s nameprevailing market prices or at negotiated prices. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an additional $2,250,000 aggregate principal amount of Securities at a purchase price of 96.875% of the aggregate principal amount of such Additional Shares at Securities (representing a public offering price of 100% less underwriting discount of 3.125%) (without giving effect to any accrued interest from the Purchase PriceClosing Date to the relevant Option Closing Date, as those terms are defined herein). The Bookrunners Representative may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 30 thirty (30) days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares aggregate principal amount of Additional Securities are to be purchased. Each purchase date must be at least three one (1) business days day after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares Securities nor later than ten (10) business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesSecurities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Securities that bears the same proportion to the total number aggregate principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number aggregate principal amount of Firm Shares Securities set forth in Schedule I A hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersSecurities.

Agreements to Sell and Purchase. The Corporation Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from such Seller the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) respective numbers of the Firm Shares in the respective amounts set forth in Schedule I II hereto opposite such Underwriter’s nameits name at $__.__ a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph Sellers severally and agrees not jointly agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 558,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and the attorney-in-fact for the Selling Stockholder in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the agreement Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the part date hereof as described in the Registration Statement or of which the several Underwriters have been advised in writing; (C) the grant of options to purchase the Shares and to offer them to the public Common Stock pursuant to the Prospectuses, 1999 Equity Incentive Plan or 1999 Non-Employee Directors Stock Option Plan and the Underwriters shall be entitled to receive from issuance of shares upon the Corporation at exercise of such options; and (D) the time issuance by the Company of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive shares of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds Common Stock pursuant to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Corporation hereby Company agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to the terms and conditions hereinafter stated, agreesof this Agreement the Underwriters agree to purchase from the Company, severally and not jointly jointly, the principal amount of Offered Debt Securities set forth opposite each Underwriter's respective name in Exhibit B, (nor jointly and severally), to i) at a purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) price of 99.136% of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis principal amount of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each dayNotes plus accrued interest, if any, that Additional Shares are to be purchased from February 14, 1996, and (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to ii) at a purchase the number price of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration 99.045% of the agreement on principal amount of the part Debentures, plus accrued interest, if any, from February 14, 1996. The obligations of the several Underwriters to purchase the Shares and to offer them to the public Offered Debt Securities pursuant to this Agreement are hereinafter called their "underwriting obligations". With respect to any of the Prospectuses, Offered Debt Securities purchased by an Underwriter hereunder that such Underwriter continues to own or hold at any time on or after the Underwriters shall be entitled to receive from the Corporation at the time of closing on 90th day following the Closing Date or the Option Closing Date, (as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”defined in Section 3), such Work Fee Underwriter agrees that upon receipt of written notice by the Representatives from the Company of the Company's intention to bid for or purchase any Offered Debt Security or any security of the same class and series as the Offered Debt Securities or to take any other action, directly or indirectly, the taking of which would be proscribed by Rule 10b-6 promulgated by the Commission under the Exchange Act (or any successor or equivalent rule or regulation) during the distribution of the Offered Debt Securities, such Underwriter will, and will cause its "affiliated purchasers" (as defined in said Rule) to, cease distributing the Offered Debt Securities for such period of time as the Company may deem necessary so that the action or actions proposed to be split equally taken, directly or indirectly, by the Bookrunnersit may be taken in full compliance with such Rule (or any successor or equivalent rule or regulation).

Agreements to Sell and Purchase. The Corporation Issuer hereby agrees to sell to the several UnderwritersInitial Purchasers, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in Issuer the respective amounts principal amount of Securities set forth in Schedule I hereto opposite such Underwriter’s name. On the basis its name at a purchase price of 99.396% of the representations and warranties contained principal amount thereof (the "Purchase Price") plus accrued interest, if any, from September 22, 2005 to the Closing Date. The parties agree that as consideration for the services of the Initial Purchasers in this Agreement, and subject to its terms and conditionsconnection with the sale of Securities, the Corporation grants an option difference between the price at the which the Securities are being offered to the Underwriters to acquire public, being 99.996% of the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Sharesprincipal amount thereof, and the Underwriters Purchase Price shall have constitute payment by the right Issuer of an underwriting fee to purchase, severally the Initial Purchasers (and not jointly (nor jointly and severallyfor greater certainty no separate payment of an underwriting fee is required), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right Issuer and each of the Guarantors hereby agree that, without the prior written consent of X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after Initial Purchasers, they will not, during the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business period ending 60 days after the date of the Final Memorandum, offer, sell, contract to sell or otherwise dispose of any debt of the Issuer or the Guarantors, or warrants to purchase debt or securities convertible or exchangeable into debt, of the Issuer or the Guarantors substantially similar to the Securities, which for greater certainty does not include commercial paper (other than the sale of the Securities under this Agreement and under a concurrent offering of Canadian dollar denominated notes by the Issuer on or about the date hereof as contemplated in the Final Memorandum.) The Issuer and each of the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Issuer and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer, the Guarantors or any other person. Additionally, no Initial Purchaser is advising the Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantors shall consult with their own advisors concerning such noticematters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer or any Guarantor with respect thereto. Additional Shares may Any review by the Initial Purchasers of the Issuer, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be purchased as provided in Section 5 hereof performed solely for the purpose of covering over allotments made in connection with the offering benefit of the Firm Shares Initial Purchasers and for market stabilization purposes. On each day, if any, that Additional Shares are to shall not be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration behalf of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date Issuer or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersany Guarantor.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation Company at US$5.15 19.25 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation Company grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 2,727,300 Additional Shares at the Purchase Price. The Bookrunners Co-Lead Underwriters may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation Company at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.004.0% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation Company from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 C$42.50 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s Underwriters’ name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares upon exercise of that option in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 1,200,000 Additional Shares at the Purchase Price. The Bookrunners BMO Xxxxxxx Xxxxx Inc. may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date (as hereinafter defined) or the Option Closing DateDate (as hereinafter defined), as applicable, a fee equal to 4.004% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation such Selling Shareholder at US$5.15 per Share $42.42 a share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on sold by such Option Closing Date Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration Each Seller hereby agrees that, without the prior written consent of each Underwriter, it will not, during the period ending 30 days after the date of the agreement Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the Concurrent Share Repurchase, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option outstanding on the part date hereof and described in the Time of Sale Prospectus, (d) the issuance by the Company of options or other stock-based compensation pursuant to equity compensation plans in existence on the date hereof and, in each case, described in the Time of Sale Prospectus; provided that any recipients thereof enter into lock-up agreements with the Underwriters in the form of Exhibit A hereto with respect to the remaining 30-day restricted period or any extension thereof or, in the case of the several issuance of options, such options do not become exercisable during the 30-day restricted period or any extension thereof, (e) distributions by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock to general or limited partners, members or stockholders of such Selling Shareholder, (f) transfers by a Selling Shareholder of shares of Common Stock as a bona fide gift or will or intestacy, (g) transfers by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of the Selling Shareholder (for purposes of this clause (g), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); provided that in the case of any transfer or distribution pursuant to clauses (e), (f) or (g), (i) each donee, distributee or transferee shall enter into lock-up agreements with the Underwriters to purchase in the Shares and to offer them form of Exhibit A hereto with respect to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date remaining 30-day restricted period or the Option Closing Date, as applicable, a fee equal to 4.00% any extension thereof and (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicableii) no filing under Section 16(a) of the gross proceeds Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence, (h) the establishment of a trading plan by a Selling Shareholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 30-day restricted period or any extension thereof, and that no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of any Selling Shareholder or the Company, (i) the exercise by a Selling Shareholder of any stock options held by such Selling Shareholder as of the date hereof in accordance with the terms of such options, provided that the underlying shares of Common Stock continue to remain subject to the Corporation from restrictions contained herein, (j) any repurchase by the Shares purchased on Company or any of its subsidiaries of any shares of Common Stock or any security convertible into Common Stock held by a Selling Shareholder pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, (k) any transfer by a Selling Shareholder pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Closing Date Common Stock involving a change of control of the Company, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Option Closing DateCommon Stock owned by such Selling Shareholder shall remain subject to the restrictions contained herein, (l) the issuance by the Company of up to an aggregate of 17 million shares of Common Stock (as applicable. The Bookrunners shall be entitled adjusted for stock splits, stock dividends and other similar events after the date hereof) as consideration for bona fide acquisitions, provided that each recipient thereof agrees to receive from enter into a lock-up agreement with the UnderwritersUnderwriters in the form of Exhibit A hereto with respect to the remaining 30-day restricted period or any extension thereof, out of or (m) the sale by each of the 4.00% fee Selling Shareholders identified in Schedule IV hereof of the number of shares of Common Stock set forth next to such Selling Shareholder’s name in Schedule IV, in each case, pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act existing on the Closing Date or date of this Agreement. In addition, each Selling Shareholder agrees that, without the Option Closing Dateprior written consent of each Underwriter, as applicableit will not, an aggregate work fee equal to 5.00% during the period ending 30 days after the date of the aggregate Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such fees (Selling Shareholder except in compliance with the “Work Fee”), such Work Fee to be split equally by the Bookrunnersforegoing restrictions.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the ------------------------------- representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company at US$5.15 a price per Share share of $______ (the “"Purchase Price”") all (but not less than all) the number of the Firm Shares in the respective amounts set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namehereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Corporation grants Company agrees to issue and sell up to an option to the Underwriters to acquire the aggregate of ________ Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an aggregate of ________ Additional Shares from the Company at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part at any time, but not more than once, by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On each dayThe date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration The Company hereby agrees, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the agreement directors and officers of the Company and (ii) each stockholder listed on Annex I hereto, pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Company's existing stock option plan and (ii) the Company may issue shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the part date hereof. The Company hereby confirms its engagement of DLJ as, and DLJ hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter," within the meaning of Section (b)(15) of Rule 2720 of the several Underwriters Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to purchase the offering and sale of the Shares. DLJ, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "QIU." As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $5,000 on the Closing Date. The price at which the Shares and to offer them will be sold to the public pursuant to shall not be higher than the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, maximum price recommended by DLJ acting as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersQIU.

Agreements to Sell and Purchase. The Corporation Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from such Seller at $19.3734 a share (other than the Corporation Novartis Shares, which shall be purchased at US$5.15 $20.61 per Novartis Share (if confirmed for purchase in writing by Novartis as described below) the “Purchase Price”) all (but not less than all) number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective amounts same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter’s nameUnderwriter bears to the total number of Firm Shares. It is understood and agreed that the Novartis Shares will initially be reserved for offer and sale to Novartis upon the terms and subject to the conditions set forth in this Agreement and the Prospectus and will be sold to Novartis at $20.61 per Novartis Share if such Novartis Shares are confirmed for purchase in writing by Novartis as provided in Section 6(m) of this Agreement. Any Novartis Shares that are not confirmed for purchase in writing by Novartis as provided in Section 6(m) of this Agreement may be purchased from the Company at $19.3734 a share and offered to the public as set forth in the Prospectus. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, certain of the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees Selling Stockholders agree to sell to the Underwriters up to the number of Additional SharesShares set forth opposite such Selling Stockholder’s name on Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 1,130,387 Additional Shares at the Purchase Price$19.3734 a share. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. Any such election to purchase Additional Shares and for market stabilization purposesshall be made in proportion to the maximum number of Additional Shares to be sold by each Selling Stockholder as set forth on Schedule I hereto. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx & Co. Incorporated on behalf of the agreement Underwriters, it will not, during the period beginning on the part date of the several Underwriters Prospectus through and including the 90th day after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Shares and economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to offer them be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the public offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except as may be required pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) terms of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing DateAmended and Restated Stockholders’ Agreement, dated as applicable. The Bookrunners shall be entitled to receive from the Underwritersof July 24, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees 2004 (the “Work FeeStockholders’ Agreement”), such Work Fee . The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be split equally sold hereunder, (b) grants of equity awards under the Company’s equity incentive plans, (c) the issuance of Common Stock by the BookrunnersCompany to Novartis in accordance with the terms of the Amended and Restated Stockholders’ Agreement, or (c) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (Company the “Purchase Price”) all (but not less than all) respective numbers of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s nameits name at $______ per share; provided however, that firm shares purchased from the Underwriters by existing stockholders of the Company or their affiliated entities, up to _______________ initial Firm Shares, will be at $______ per share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 _______________ Additional Shares at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three two business days after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On the time and date of each day, if any, that such payment for Additional Shares are to be purchased (each an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration The Company hereby agrees that, without the prior written consent of the agreement Representatives, on behalf of the Underwriters, it will not, directly or indirectly, during the period commencing on the part date of this Agreement and ending 180 days after the date of the several Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters to be sold hereunder or (b) the exercise of options or warrants to purchase shares of Common Stock; provided, that, the Shares and to offer them shares of Common Stock acquired upon exercise of such options or warrants remain subject to the public "lock-up" agreement, substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the Prospectuses, the Underwriters shall be entitled "lock-up" agreement described above with prior notice of any such announcement that gives rise to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) an extension of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersrestricted period.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company at US$5.15 per Share $________ a share (the “"Purchase Price”") all (but not less than all) the respective number of the Firm Shares in the respective amounts set forth in Schedule I and II hereto opposite the name of such Underwriter’s name. Notwithstanding the foregoing, it is understood that if any employees of the Company or any of its subsidiaries are purchasing Shares in Canada in the Employee Directed Offer (as defined in the Registration Statement), such Shares (the "Canadian Employee Shares") will be sold directly by the Company to such employees at a price per share (the "Canadian Employee Purchase Price") equal to the Public On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to issue and sell to the U. S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 3,000,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right If the U.S. Representatives, on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Company in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each U.S. Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of such U.S. Underwriter bears to the total number of U.S. Firm Shares. In consideration The Additional Shares to be purchased by the U.S. Underwriters hereunder and the U.S. Firm Shares are hereinafter collectively referred to as the "U.S. Shares." The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the agreement on Underwriters, it will not, during the part period ending 180 days after the date of the several Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of any Shares to the Underwriters to be sold hereunder, (B) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security described in the Prospectus, (C) the grant of the Rollover Stock Options (as defined in the Registration Statement), (D) the grant of options to purchase Common Stock under the Shares Company's 1996 Equity Incentive Plan and to offer them to (E) the public issuance by the Company of any shares of Common Stock pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersCompany's 1996 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions hereinafter statedhereof, (i) the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, at a price of $ ________ per Share (the "Purchase Price"), the Company Shares and the Selling Stockholder Shares, respectively; and (ii) each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company and the Selling Stockholders, at US$5.15 per Share (the “Purchase Price”) all (but not less than all) , the aggregate number of the Firm Shares in the respective amounts set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namehereto. On the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions hereof, (i) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Underwriters, at the Additional Purchase Price, up to 375,000 Option Shares, ; and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, from time to time, up to 5,827,500 Additional an aggregate of 375,000 Option Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Option Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional If any Option Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Option Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration For a period of 180 days from the date this Agreement becomes effective, the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other agreement on the part that transfers, in whole or in part, any of the several Underwriters economic consequences of ownership of the Common Stock, whether any such transaction 4 described in clause (1) or (2) above is to purchase the Shares and to offer them be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that this clause shall not apply to the public transactions expressly contemplated hereby, the issuance of the Warrants pursuant to the ProspectusesWarrant Agreement dated June __, 1998 between the Company and the purchasers party thereto and the granting of options for shares of Common Stock and involving the Shares the sales of shares of Common Stock to the Company's employees pursuant to the exercise of options under those employee benefit plans described in the Prospectus and provided further, however, that the Company may issue shares of Common Stock ("Acquisition Shares") during such period in connection with acquisitions of business so long as the purchaser of such Acquisition Shares agrees to be bound by a lock-up letter in form and substance satisfactory to you pursuant to which such purchaser agrees with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Acquisition Shares at any time before the expiration of such 180 day period and the certificates evidencing such Acquisition Shares bear a legend to such effect. For a period of 180 days from the date this Agreement becomes effective, the Underwriters shall be entitled to receive from Company will not, without the Corporation at the time prior written consent of closing EVEREN Securities, Inc. on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive behalf of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out file a registration statement relating to shares of each capital stock (including the Common Stock) or securities convertible into or exercisable or exchangeable for, capital stock or warrants, options or rights to purchase or acquire, capital stock, with the exception of the 4.00% fee filing of Registration Statements on Form S-8 with respect to the Closing Date or Company's employee benefit plans described in the Option Closing DateProspectus and provided further, however, that the Company may issue shares of Common Stock ("Acquisition Shares") during such period in connection with acquisitions of business so long as applicable, an aggregate work fee equal to 5.00% of the aggregate purchaser of such fees (the “Work Fee”), such Work Fee Acquisition Shares agrees to be split equally bound by a lock-up letter in form and substance satisfactory to you pursuant to which such purchaser agrees with the BookrunnersCompany not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Acquisition Shares at any time before the expiration of such 180 day period and the certificates evidencing such Acquisition Shares bear a legend to such effect.

Agreements to Sell and Purchase. (a) The Corporation Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterPurchaser and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, agrees, severally and not jointly (nor jointly and severally), the Purchaser agrees to purchase from the Corporation Company the number of shares of Common Stock that would have been issued upon conversion of all Debentures that are not duly surrendered for conversion on or prior to the Conversion Expiration Time by persons other than the Purchaser at US$5.15 a purchase price equal to $44.92 per Share share (the “"Purchase Price”"); provided, however, that the aggregate number of such shares of Common Stock issued and sold pursuant to this Agreement shall not exceed 2,019,975. Shares of Common Stock acquired by the Purchaser pursuant to this Section 2(a) all are referred to herein as the "Purchased Shares." Certificates for the Purchased Shares to be purchased hereunder shall be registered in such names and in such denominations as the Purchaser shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s nameas defined). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option Such certificates shall be made available to the Underwriters to acquire the Additional Shares Purchaser in accordance with this paragraph New York City for inspection and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice packaging not later than 30 days after 9:30 A.M., New York City time, on the business day next preceding the Closing Date. Any exercise notice Delivery to the Purchaser of any Purchased Shares purchased pursuant to this Section 2(a) shall specify be made at the number offices of Additional Smitx Xxxxxx Xxx., 388 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx October 6, 1997 (the "Closing Date"). The certificates evidencing the Purchased Shares to be purchased by the Underwriters and the date on which such shares are to hereunder shall be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion delivered to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing Purchaser on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) against payment of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnerspurchase price therefor in immediately available funds.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the ------------------------------- representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter stated, Selling Stockholder agrees to sell 2,500,000 Firm Shares and (ii) each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Selling Stockholder, at a price per share of US$5.15 per Share ___ (the “"Purchase Price”) all (but not less than all) "), the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) which bears the respective amounts same proportion to the total number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namebears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Selling Stockholder agrees to sell up to the Underwriters the 375,000 Additional Shares, Shares and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an aggregate of 375,000 Additional Shares from the Selling Stockholder at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over- allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Selling Stockholder within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On each dayThe date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the Selling Stockholder the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration The Company and the Selling Stockholder hereby agree, severally and not jointly, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by each of the agreement on the part directors and executive officers of the several Underwriters Company, pursuant to purchase which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any common stock of the Shares and to offer them Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the public Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period the Company may grant stock options pursuant to the ProspectusesPeak International Limited 1997 Share Option Plan (and may issue shares of Common Stock upon the exercise thereof, the Underwriters shall which shares will be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds subject to the Corporation from restrictions contained in the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”foregoing sentence), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to issue and sell to the Underwriters the Additional 4,000,000 Firm Shares, and the Underwriters shall have the right to purchase(ii) each Selling Stock holder agrees, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify sell the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after set forth opposite such Selling Stockholder's name under the date caption "Number of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares Being Sold" in Schedule III hereto and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), iii) each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from each Seller at a price per Share of $______ (the "PURCHASE PRICE") the number of Additional Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Firm Shares to be purchased on sold by such Option Closing Date Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedules I and II hereto bears to the total number of Firm Shares. In consideration On the basis of the agreement on representations and warranties contained in this Agreement, and subject to its terms and conditions, the part Company agrees to issue and sell and the Selling Stockholders agree to sell, severally and not jointly, the Additional Shares and the U.S. Underwriters shall have the right to purchase, severally and not jointly, up to 1,200,000 Additional Shares from the Company and the Selling Stockholders at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the several Firm Shares. The U.S. Underwriters may exercise their right to purchase the Additional Shares and in whole or in part from time to offer them time by giving written notice thereof to the public Company and the Attorneys (as hereinafter defined) within 30 days after the date of this Agreement. The U.S. Representatives shall give any such notice on behalf of the U.S. Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the Prospectusesdate for payment and delivery thereof, the Underwriters which date shall be entitled to receive from the Corporation at the time of closing on a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date or the Option Closing Date(as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, as applicableeach U.S. Underwriter, a fee equal severally and not jointly, agrees to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation purchase from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.Company and the

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter statedCompany agrees to issue and sell 8,500,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in SCHEDULE II hereto and (nor jointly iii) each Underwriter agrees, severally and severally)not jointly, to purchase from the Corporation each Seller at US$5.15 a price per Share share of $______ (the “Purchase Price”"PURCHASE PRICE") all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) which bears the respective amounts same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE I hereto opposite such Underwriter’s namebears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Corporation grants an option Company agrees to the Underwriters issue and sell up to acquire the 1,513,500 Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an aggregate of 1,513,500 Additional Shares from the Company at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On each dayThe date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in SCHEDULE I bears to the total number of Firm Shares. In consideration The Sellers (other than Onex DHC LLC) hereby agree, severally and not jointly, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the agreement on the part directors and executive officers of the several Underwriters Company and (ii) each stockholder listed on ANNEX I hereto, pursuant to purchase which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any common stock of the Shares and to offer them Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the public Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the ProspectusesCompany's existing stock option plan, (ii) the Underwriters shall be entitled to receive from Company may issue shares of its common stock under its employee stock purchase plan or upon the Corporation at exercise of an option or warrant or the time conversion of closing a security outstanding on the Closing Date or the Option Closing Datedate hereof, as applicable, a fee equal and (iii) J2R Partners may sell shares pursuant to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersthis Agreement.

Agreements to Sell and Purchase. The Corporation Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation such Seller at US$5.15 per Share U.S.$________ a share (the “Purchase Price”"PURCHASE PRICE") all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective amounts same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I Schedules II and III hereto opposite the name of such Underwriter’s nameUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to Company and the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees Selling Stockholders agree to sell to the U.S. Underwriters the Company Additional Shares and the Selling Stockholders' Additional Shares, respectively, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 ______ Additional Shares from the Sellers at the Purchase Price. The Bookrunners may exercise this right U.S. Representatives, on behalf of the Underwriters U.S. Underwriters, may elect to exercise the portion of such option to purchase the Company Additional Shares, in whole or in part or from time part, only if the U.S. Representatives, on behalf of the U.S. Underwriters, elect to time by giving written notice exercise the portion of such option to purchase all of the Selling Stockholders' Additional Shares. If the U.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Sellers in writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments overallotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each U.S. Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of U.S. Firm Shares are set forth in Schedule I II hereto opposite the name of such U.S. Underwriter bears to the total number of U.S. Firm Shares, and each of the Sellers agrees, severally and not jointly, to sell up to the number of Additional Shares set forth on Schedule IV opposite the name of such Seller. Each Seller hereby agrees that, without the prior written consent of [Managing Underwriter] on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Final Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and which option, warrant or conversion feature is described in the Final Prospectus, (C) the sale of any shares of Common Stock to the Company or the purchase of any shares of Common Stock by the Company in accordance with the Company's employee benefit plans or (D) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In consideration addition, each Selling Stockholder agrees that, without the prior written consent of the agreement [Managing Underwriter] on the part behalf of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each it will not, during the period ending 90 days after the date of the 4.00% fee on Final Prospectus, make any demand for, or exercise any right with respect to, the Closing Date registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock which would cause the Option Closing Date, as applicable, an aggregate work fee equal Company to 5.00% of file a registration statement with the aggregate Commission prior to the expiration of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners90 day period.

Agreements to Sell and Purchase. The Corporation Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation such Seller at US$5.15 per Share U.S.$[*****] a share (the “Purchase Price”"PURCHASE PRICE") all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective amounts same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I Schedules II and III hereto opposite the name of such Underwriter’s nameUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to Company and the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees Selling Stockholders agree to sell to the U.S. Underwriters the Company Additional Shares and the Selling Stockholders' Additional Shares, respectively, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 [*****] Additional Shares from the Sellers at the Purchase Price. The Bookrunners may exercise this right U.S. Representatives, on behalf of the Underwriters U.S. Underwriters, may elect to exercise the portion of such option to purchase the Company Additional Shares, in whole or in part or from time part, only if the U.S. Representatives, on behalf of the U.S. Underwriters, elect to time by giving written notice exercise the portion of such option to purchase all of the Selling Stockholders' Additional Shares. If the U.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Sellers in writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may not be earlier than same as the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersXxxxxx Xxxxxxx, and each UnderwriterXxxxxx Xxxxxxx, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase from the Corporation Company the Firm Shares at US$5.15 per Share $6.86 a share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Xxxxxx Xxxxxxx the Additional Shares, and the Underwriters Xxxxxx Xxxxxxx shall have the right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 1,131,063 Additional Shares at the Purchase Price. The Bookrunners may If Xxxxxx Xxxxxxx elects to exercise this right on behalf of the Underwriters such option in whole or in part or from time to time by giving written notice in part, Xxxxxx Xxxxxxx shall so notify the Company in writing not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Xxxxxx Xxxxxxx and the date on which such shares are to be purchased. Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Should such date be subsequent to the Closing Date, Xxxxxx Xxxxxxx shall provide such notice no later than three days prior to such date. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx, it will not, during the period ending 30 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or in the case of an option granted after the date hereof, pursuant to existing employee benefit plans of the Company or any of its subsidiaries, of which Xxxxxx Xxxxxxx has been advised in writing, (C) the granting by the Company of any options to purchase shares of Common Stock or any restricted stock units or the sale by the Company of any shares of Common Stock, in each case pursuant to any existing employee benefit plan or direct stock plan of the Company or any of its subsidiaries, (D) the issuance by the Company of any shares of Common Stock in connection with the acquisition of or merger with or into any other company or the acquisition of any assets, (E) transfers and dispositions between one or more affiliates of Texas Pacific Group or partners, shareholders or members of any such affiliate, or (F) the sale of Common Stock by directors or executive officers under existing plans or agreements entered into prior to the date hereof that establish plans meeting the requirements of Rule 10b5-1 under the Exchange Act for market stabilization purposes. On each daythe pre-arranged sale of shares of Common Stock, if anyprovided, that Additional Shares are in the case of any issuance, transfer or disposition pursuant to be purchased clause (an D) or (E), (i) each recipient of such shares shall agree in writing, for the benefit of Xxxxxx Xxxxxxx, that such shares shall remain subject to restrictions identical to those contained in the first sentence of this paragraph for the remainder of the period for which the Company is bound thereunder, and each such recipient shall execute and deliver to Xxxxxx Xxxxxxx a duplicate of such writing, and (ii) if a filing by any party to such issuance, transfer or disposition (issuer, transferor, disposer, recipient or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Option Closing DateExchange Act”), each Underwriter agreesshall be required in connection with such issuance, severally and not jointly transfer or disposition (nor jointly and severally), to purchase other than a filing on a Form 5 made after the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration expiration of the agreement on the part of the several Underwriters 30-day period referred to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”above), such Work Fee party shall provide Xxxxxx Xxxxxxx no less than one day prior written notice of such filing (it being understood that no such filing shall be made by any such party if not required to be split equally made under the Exchange Act). Notwithstanding the foregoing, during the period from the second business day after the day on which the Company’s quarterly earnings for the first fiscal quarter of 2006 have been publicly released until the earlier of (i) the 30th day after the date of the Prospectus and (ii) May 31, 2006, the Company may permit sales of up to an aggregate of 200,000 shares of Common Stock of the Company owned by the Bookrunnersindividuals listed in Schedule II.

Agreements to Sell and Purchase. The Corporation hereby Upon the terms and conditions set forth ------------------------------- herein, (i) the Company agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis an aggregate of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the 2,695,000 Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and (ii) each Selling Stockholders agrees to sell to the Underwriters the Additional number of Firm Shares set forth opposite such Selling Stockholder's name on Schedule II hereto, constituting, in the aggregate, 2,195,000 Firm Shares. Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders at a purchase price of $14.725 per Share (the "purchase price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. Each Selling Stockholder hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, severally and not jointly (nor jointly and severally)purchase from the Selling Stockholders, up to 5,827,500 that number of Additional Shares set forth opposite such Selling Stockholder's name on Schedule II hereto, constituting in the aggregate 733,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date price per Share for the Firm Shares nor later than ten business days after the date of such noticeShares. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments over-allotments, if any, made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. In consideration If the Underwriters exercise such option with respect to less than the full 733,500 Additional Shares, then the option will be satisfied first with Additional Shares sold by Xxxxxxx National Life Insurance Company up to the full amount of Additional Shares offered by it, with any remainder to be satisfied with Additional Shares sold by Golder, Thoma, Xxxxxxx, Xxxxxx Fund, IV, L.P. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the ProspectusesProspectus, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersbut no more than once.

Agreements to Sell and Purchase. The Corporation Selling Shareholder hereby agrees to sell or cause a subsidiary to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase the Firm Shares from the Corporation Selling Shareholder or its subsidiary at US$5.15 $75.125 per Share share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name). On In addition, on the basis of the representations and warranties herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Corporation Selling Shareholder hereby grants an option to the Underwriters Underwriter to acquire purchase the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Option Shares at the Purchase PricePrice set forth in the first paragraph of this Section 3 for the purpose of covering over-allotments, if any. The Bookrunners option granted hereby may exercise this right on behalf of the Underwriters be exercised in whole or in part or by giving written notice (i) at any time before the Closing Date and (ii) from time to time thereafter on or prior to October 7, 2005, by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify Underwriter to the Selling Shareholder and the Company setting forth the number of Additional Option Shares as to which the Underwriter is exercising its option and the time and date for delivery of and payment for such Option Shares. The time and date for delivery of and payment for such Option Shares shall be purchased determined by the Underwriters and the date on which such shares are to Underwriter but shall not be purchased. Each purchase date must be at least three later than ten full business days after the written notice is given and may not be earlier than exercise of such option, nor in any event prior to the Closing Date for the Firm Shares nor later than ten business days after the (each such time and date of such notice. Additional Shares may be purchased being herein referred to as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”). If the date of exercise of the option is two or more business days before the Closing Date, each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number notice of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears exercise shall set the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name Option Closing Date. The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such Underwriter bears cancellation to the total number Company. The Selling Shareholder hereby agrees that, without the prior written consent of Firm Sharesthe Underwriter, it will not, and will cause its subsidiaries not to, during the period ending 30 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to the Shares to be sold hereunder. In consideration addition, the Selling Shareholder agrees that, without the prior written consent of the agreement on Underwriter, it will not, during the part period ending 30 days after the date of the several Underwriters to purchase Prospectus, make any demand for, or exercise any right with respect to, the Shares and to offer them to registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock other than the public registration of shares of Common Stock pursuant to the ProspectusesRegistration Statement. The Selling Shareholder further agrees that the Shares to be sold by the Selling Shareholder hereunder are subject to the interest of the Underwriter and that, except as otherwise set forth herein, the Underwriters obligations of the Selling Shareholder hereunder shall not be entitled to receive from terminated by any act of the Corporation at the time Selling Shareholder, by operation of closing on the Closing Date law or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive occurrence of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersany other event.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions hereinafter statedhereof, (i) the Company and the Selling Shareholder agree, severally and not jointly, to sell to the Underwriters, at a price of $_____ per Share (the "PURCHASE PRICE"), the Company Shares and the Selling Shareholder Shares, respectively; and (ii) each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company and the Selling Shareholder, at US$5.15 per Share (the “Purchase Price”) all (but not less than all) , the aggregate number of the Firm Shares in the respective amounts set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namehereto. On the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions hereof, (i) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Selling Shareholder agrees to sell to the Underwriters Underwriters, at the Additional Purchase Price, up to 415,000 Option Shares, ; and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, from time to time, up to 5,827,500 Additional an aggregate of 415,000 Option Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Option Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional If any Option Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Option Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration For a period of 180 days from the date this Agreement becomes effective, the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other agreement on the part that transfers, in whole or in part, any of the several Underwriters economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to purchase be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that this clause shall not apply to the transactions expressly contemplated hereby and the granting of options for shares of Common Stock and involving the Shares and to offer them the sales of shares of Common Stock to the public Company's employees pursuant to the Prospectusesexercise of options under those employee benefit plans described in the Prospectus. For a period of 180 days from the date this Agreement becomes effective, the Underwriters shall be entitled to receive from Company will not, without the Corporation at the time prior written consent of closing EVEREN Securities, Inc. on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive behalf of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out file a registration statement relating to shares of each capital stock (including the Common Stock) or securities convertible into or exercisable or exchangeable for, capital stock or warrants, options or rights to purchase or acquire, capital stock, with the exception of the 4.00% fee filing of Registration Statements on Form S-8 with respect to the Closing Date or Company's employee benefit plans described in the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersProspectus.

Agreements to Sell and Purchase. The Corporation hereby Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,275,235 Firm Shares to the several Underwriters and (ii) the Selling Stockholders, severally and not jointly, agree to sell an aggregate of 1,424,765 Firm Shares to the Underwriters, and each Underwriter, upon Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations representations, warranties and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) agreements of the Firm Shares in Company and the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties Selling Stockholders herein contained in this Agreement, and subject to its all the terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”)conditions set forth herein, each Underwriter agrees, severally and not jointly jointly, to purchase from the Company and the Selling Stockholders at a purchase price of $[ ] per Share (nor jointly and severallythe “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 405,000 Additional Shares at the purchase price per Share for the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. In consideration The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the ProspectusesProspectus, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersbut no more than once.

Agreements to Sell and Purchase. The Corporation Trust hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Offerors herein contained, but contained and subject to all the terms and conditions hereinafter stated, set forth herein each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Trust, at US$5.15 a purchase price of $[ ] per Share (Firm Preferred Security, plus accrued distributions, if any from [ ], 1997, the “Purchase Price”) all (but not less than all) number of the Firm Shares in the respective amounts Preferred Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite (or such Underwriter’s namenumber of Firm Preferred Securities increased as set forth in Section 10 hereof). On The Company agrees that, in view of the fact that the proceeds of the sale of the Preferred Securities will be invested in the Convertible Debentures, it shall pay to the Underwriters as compensation ("Underwriters' Compensation") for their arranging the investment of the proceeds therein, on the Closing Date, $[ ] per Firm Preferred Security. The Underwriters shall inform the Company in writing on the Closing Date of the aggregate number of Firm Preferred Securities so sold. The Trust also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from the Trust pursuant to an option (the "over-allotment option") which may be exercised at any one 5 time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market ("Nasdaq") is open for trading), up to 300,000 Additional Preferred Securities at the same purchase price as the Firm Preferred Securities, plus accrued distributions, if any, from [ ], 1997. Upon exercise of the over-allotment option, each Underwriter, severally and not jointly (nor jointly and severally)jointly, up agrees to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the purchase that number of Additional Shares Preferred Securities (subject to such adjustments as you may determine in order to avoid fractional securities) which bears the same proportion to the aggregate number of Additional Preferred Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares Preferred Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total in Schedule I hereto (or such number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them Preferred Securities increased as set forth in Section 10 hereof) to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time aggregate number of closing Firm Preferred Securities. The Company agrees that it will pay Underwriters' Compensation on the Closing Date or the Option Closing Date, Date (as applicable, a fee equal hereinafter defined) in the amounts per Preferred Security set forth in the immediately preceding paragraph with respect to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares any Additional Preferred Securities purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from by the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company at US$5.15 a price per Share share of $______ (the “"Purchase Price”) all (but not less than all) "), [plus accrued dividends, if any, to the closing Date] the number of the Firm Shares in the respective amounts set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namehereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option Company agrees to the Underwriters to acquire issue and sell the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 _______ Additional Shares from the Company at the Purchase Price. The Bookrunners may exercise this right on behalf of Price [plus accrued dividends, if any, to the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice]. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On each dayThe date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration [The Company hereby agrees not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock of the agreement on the part Company or any securities convertible into or exercisable or exchangeable for such Common Stock or in any other manner transfer all or a portion of the several Underwriters to purchase economic consequences associated with the Shares and to offer them ownership of any such Common Stock, except to the public Underwriters pursuant to this Agreement, for a period of ___ days after the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) date of the gross proceeds to Prospectus without the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out prior written consent of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners____________________________.]

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations representations, warranties and warranties covenants contained in this Agreement, and subject to its the terms and conditionsconditions contained herein, the Corporation grants an option Company agrees to issue and sell to the Underwriters Underwriters, and each Underwriter agrees, severally and not jointly, to acquire purchase from the Additional Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto, subject to adjustment in accordance with this paragraph Section 7 hereof, at a purchase price of $[ ] per share. The initial public offering price of the Shares is not in excess of the price recommended by XX Xxxxx & Co., LLC, acting in its capacity as a "qualified independent underwriter" within the meaning of Rule 2720 ("RULE 2720") of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the "QIU"). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the date hereof as in your judgment is advisable and agrees (ii) initially to sell offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine; provided that, in the event the public offering price is increased, such public offering price is not in excess of the price recommended by the QIU. In addition, the Company hereby grants to the several Underwriters the Additional Sharesoption to purchase, and upon the basis of the representations, warranties and covenants, and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 Additional Shares at from the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters Company, ratably in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify accordance with the number of Additional Firm Shares to be purchased by each of them, all or a portion of the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares as may be purchased as provided in Section 5 hereof solely for the purpose of covering over necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by the Representatives together, on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and for market stabilization purposes. On each day, if any, that the date and time when the Additional Shares are to be purchased delivered (an “Option Closing Date”such date and time being herein referred to as the "additional time of purchase"); provided, each Underwriter agreeshowever, severally and that the additional time of purchase shall not jointly be earlier than the time of purchase (as defined below) nor jointly and severally), to purchase earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares (subject to such adjustments be sold to eliminate fractional shares as you may determine) that each Underwriter shall be the number which bears the same proportion to the total aggregate number of Additional Shares to be being purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters Shares (subject, in each case, to purchase the Shares and such adjustment as you may determine to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”eliminate fractional shares), such Work Fee subject to be split equally by the Bookrunnersadjustment in accordance with Section 7 hereof.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly (nor jointly and severally)jointly, from the Company, the aggregate principal amount of Securities set forth opposite the name of each Underwriter on Schedule A hereof, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase from pursuant to the Corporation provisions of Section 9, at US$5.15 per Share a price of 97% of the aggregate principal amount thereof (the representing a public offering price of 100% less underwriting discount of 3%) (“Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an additional $4,500,000 aggregate principal amount of Securities at a purchase price of 97% of the aggregate principal amount of such Additional Shares at Securities (representing a public offering price of 100% less underwriting discount of 3%) (without giving effect to any accrued interest from the Purchase PriceClosing Date to the relevant Option Closing Date, as those terms are defined herein). The Bookrunners Representative may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 30 thirty (30) days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares aggregate principal amount of Additional Securities are to be purchased. Each purchase date must be at least three one (1) business days day after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares Securities nor later than ten (10) business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesSecurities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Securities that bears the same proportion to the total number aggregate principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number aggregate principal amount of Firm Shares Securities set forth in Schedule I A hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersSecurities.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions hereinafter statedset forth herein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly (nor jointly and severally)3 jointly, to purchase from the Corporation Company, at US$5.15 a purchase price of [$ ] per Share share (the “Purchase Price”) all (but not less than all) "purchase price per share"), the number of the Firm Shares in that bears the respective amounts same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite (or such Underwriter’s namenumber of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company. On Upon the basis of the representations representations, warranties and warranties agreements contained in this Agreement, herein and subject to its all the terms and conditionsconditions set forth herein, the Corporation grants an option to the Underwriters to acquire the Additional Shares Selling Shareholders listed in accordance with this paragraph and agrees Schedule II hereto agree to sell to the Underwriters the Additional SharesU.S. Underwriters, and the U.S. Underwriters shall have the right to purchasepurchase from such Selling Shareholders listed in Schedule II hereto, severally and not jointly at the purchase price per share, pursuant to an option (nor jointly and severallythe "over-allotment option") which may be exercised prior to 5:00 p.m., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to 5,827,500 an aggregate of 864,000 Additional Shares at from the Purchase Price. The Bookrunners may exercise this right on behalf of Selling Shareholders listed in Schedule II hereto (the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the maximum number of Additional Shares that each of them agrees to be purchased sell upon the exercise by the U.S. Underwriters and of the date on which over-allotment option is set forth opposite their respective names in Schedule II). The number of Additional Shares that the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares that each such shares are Selling Shareholder has agreed to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such noticesell. Additional Shares may be purchased as provided in Section 5 hereof solely only for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”)Upon any exercise of the over-allotment option, each Underwriter agreesU.S. Underwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from each Selling Shareholder who has agreed to sell Additional Shares, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine in order to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date sold by each Selling Shareholder who has agreed to sell Additional Shares as the number of Firm Shares set forth in Schedule I hereto opposite the name of such U.S. Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm SharesShares to be sold by the Company. In consideration Certificates in transferable form for the Additional Shares that each of Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx-Xxxxxxx as joint tenants (each of Xxxx Xxxxxxx and Xxxxxx X. Xxxxx-Xxxxxxx, collectively the "Gratzons") and Xxxxxxxx Xxxx agrees to sell pursuant to this Agreement have been placed in custody with Xxxxxxx & Berlin, Chartered (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "GR Custody Agreement") executed by each of the agreement on Gratzons and Xxxxxxxx Xxxx appointing [ ] and [ ] as agents and attorneys-in-fact (the part "Attorneys-in-Fact"). Each of the several Underwriters to purchase Gratzons and Xxxxxxxx Xxxx agrees that (i) the Additional Shares and to offer them to represented by the public certificates held in custody pursuant to the ProspectusesGR Custody Agreement are subject to the interests of the U.S. Underwriters, the Underwriters Company and each other Selling Shareholder, (ii) the arrangements made by the Gratzons and Xxxxxxxx Xxxx for such custody are, except as specifically provided in the GR Custody Agreement, irrevocable, and (iii) the obligations of the Gratzons and Xxxxxxxx Xxxx hereunder and under the GR Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any of the Gratzons or Xxxxxxxx Xxxx or the occurrence of any other event. If any of the Gratzons or Xxxxxxxx Xxxx shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of the Gratzons and Xxxxxxxx Xxxx to be sold hereunder, certificates for the Additional Shares of such Selling Shareholder shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds delivered to the Corporation from U.S. Underwriters by the Shares purchased Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the GR Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out behalf of each of the 4.00% fee on Gratzons and Xxxxxxxx Xxxx, to execute this Agreement and any other documents necessary or desirable in connection with the Closing Date sale of the Additional Shares to be sold hereunder by the Gratzons and Xxxxxxxx Xxxx, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by the Gratzons and Xxxxxxxx Xxxx in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to the Gratzons and Xxxxxxxx Xxxx, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the GR Custody Agreement. Certificates in transferable form for the Additional Shares that each of Xxxxx Xxxxx and Xxxxx Xxxxxx agrees to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "RF Custody Agreement") executed by Xx. Xxxxx and Xx. Xxxxxx appointing [ ] and [ ] as agents and attorneys-in-fact (the "RF Attorneys-in-Fact"). Each of Xxxxxx Xxxxx and Xxxxxx Xxxxxx agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the RF Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by Xxxxxx Xxxxx and Xxxxxx Xxxxxx, for such custody are, except as specifically provided in the RF Custody Agreement, irrevocable, and (iii) the obligations of Xxxxxx Xxxxx and Xxxxxx Xxxxxx hereunder and under the RF Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any of Xxxxxx Xxxxx or Xxxxxx Xxxxxx or the Option Closing Dateoccurrence of any other event. If any of Xxxxxx Xxxxx or Xxxxxx Xxxxxx shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of Xxxxxx Xxxxx and Xxxxxx Xxxxxx to be sold hereunder, certificates for the Additional Shares of such Selling Shareholder shall be delivered to the U.S. Underwriters by the RF Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the RF Custody Agreement, respectively, as applicableif such death or incapacity or other event had not occurred, an aggregate work fee equal regardless of whether or not the respective Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity or other event. The RF Attorneys-in-Fact are authorized, on behalf of Xxxxxx Xxxxx and Xxxxxx Xxxxxx, to 5.00% execute this Agreement and any other documents necessary or desirable in connection with the sale of the aggregate Additional Shares to be sold hereunder by Xxxxxx Xxxxx and Xxxxxx Xxxxxx to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such fees Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by Xxxxxx Xxxxx and Xxxxxx Xxxxxx in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to Xxxxxx Xxxxx and Xxxxxx Xxxxxx and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each RF Attorney-in-Fact agrees to perform his duties under the RF Custody Agreement. Certificates in transferable form for the Warrants which are exercisable for the Additional Shares that the Greenwich Street Affiliates agree to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement (the “Work Fee”"Greenwich Street Custody Agreement" and collectively with the GR Custody Agreement, and the RF Custody Agreement, the "Custody Agreements"). The Greenwich Street Affiliates agree that (i) the Warrants and Additional Shares represented by the certificates held in custody pursuant to the Greenwich Street Custody Agreement are subject to the interests of the U.S. Underwriters, such Work Fee the Company and each other Selling Shareholder, (ii) the arrangements made by the Greenwich Street Affiliates are, except as specifically provided in the Greenwich Street Custody Agreement, irrevocable, and (iii) the obligations of the Greenwich Street Affiliates hereunder and under the Greenwich Street Custody Agreement shall not be terminated by any act of the Greenwich Street Affiliates or by operation of law, whether upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of any of the Greenwich Street Affiliates. If any event shall occur before the delivery of the Additional Shares to be split equally sold by the BookrunnersGreenwich Street Affiliates hereunder or if any of the Xxxxxxxxx Xxxxxx Affiliates shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of any of the Greenwich Street Affiliates shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder, the Warrants shall be exercised for the Additional Shares to be sold by the Greenwich Street Affiliates hereunder and certificates evidencing such Additional Shares shall be delivered to the U.S. Underwriters by the Custodian in accordance with the terms and conditions of this Agreement and the Greenwich Street Custody Agreement as if such dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not any U.S. Underwriter shall have received notice of such dissolution, winding up or distribution of assets or other event. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prepricing Prospectus or U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Global Underwriters, and each Global Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company, at US$5.15 a purchase price of (euro)9.80 per Share share in the case of Global Shares delivered in the form of bearer shares (the “"euro Purchase Price”") all (but not less than all) of the Firm Shares and U.S. $9.52 per share in the respective amounts set forth case of Global Shares delivered in Schedule I hereto opposite such Underwriter’s name. On the basis form of New York shares (the representations and warranties contained in this Agreement, and subject to its terms and conditions"Dollar Purchase Price"), the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf respective numbers of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Global Shares set forth in Schedule I hereto opposite its name. Each Global Underwriter may elect to take delivery of any or all its Global Shares in the name form of such Underwriter bears bearer shares and any or all of its Global Shares in the form of New York shares. The Association hereby agrees to sell to the total number of Firm Shares. In consideration several Regulation S Underwriters, and each Regulation S Underwriter, upon the basis of the agreement representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Association the respective numbers of Regulation S Shares set forth in Schedule II hereto opposite its name at the euro Purchase Price. The Company hereby agrees that, without the prior written consent of ABN AMRO Rothschild and Morgan Stanley & Co. International Limited on behalf of the Underwritxxx, xt xxxx xot, during the period ending 90 days after the date of the Disclosure Documents, (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or make any announcements regarding the above mentioned transactions. The foregoing sentence shall not apply to (A) the sale of the Global Shares and the sale by the Association of the Regulation S Shares to the Global Underwriters and the Regulation S Underwriters, respectively, (B) the issuance or transfer by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the part date of the several Underwriters to purchase Disclosure Documents, (C) the Shares and to offer them to the public issuance of shares of Common Stock pursuant to the ProspectusesCompany's shareholder dividend policy, (D) the Underwriters shall be entitled issuance of preferred shares to receive from the Corporation at Association, and (E) the time issuance of closing options on Common Stock under the Company's share option plans and ESOP and any shares of Common Stock issuable upon the exercise of these options pursuant to our share option plans or ESOP existing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) date of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, Disclosure Documents as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, well as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersrelated purchases and sales.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersInitial Purchasers, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company the respective principal amount of Firm Securities set forth in Schedule I hereto opposite its name at US$5.15 per Share a purchase price of 98.75% of the principal amount thereof (the “Purchase Price”) all plus accrued interest, if any, from March 3, 2020 to the Closing Date (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s nameas defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Initial Purchasers the Additional SharesSecurities, and the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 $150,000,000 principal amount of Additional Shares Securities, for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, plus accrued interest, if any, to the date of payment and delivery. The Bookrunners Representatives may exercise this right on behalf of the Underwriters Initial Purchasers in whole or in part or from time to time in part by giving written notice not later than 30 days after the Closing Datenotice. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such shares Additional Securities are to be purchased. Each purchase date (a) must be at least three one business days day after the written notice is given and given, (b) may not be earlier than the Closing Date for the Firm Shares nor Securities, (c) may not be later than ten business days after the date of such noticenotice and (d) may not be later than the last day of the 13-day period beginning on, and including, the Closing Date of the Firm Securities. Additional Shares Securities may be purchased as provided in Section 5 hereof 4 solely for the purpose of covering over allotments made sales of securities in connection with excess of the offering number of the Firm Shares and for market stabilization purposesSecurities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter Initial Purchaser agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you the Representatives may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersSecurities.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersInitial Purchasers, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company the respective principal amount of Firm Securities set forth in Schedule I hereto opposite its name at US$5.15 per Share a purchase price of 98.60% of the principal amount thereof (the “Purchase Price”) all plus accrued interest, if any, from September 15, 2020 to the Closing Date (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s nameas defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Initial Purchasers the Additional SharesSecurities, and the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 $100,000,000 principal amount of Additional Shares Securities, for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price, plus accrued interest, if any, to the date of payment and delivery. The Bookrunners Representatives may exercise this right on behalf of the Underwriters Initial Purchasers in whole or in part or from time to time in part by giving written notice not later than 30 days after the Closing Datenotice. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such shares Additional Securities are to be purchased. Each purchase date (a) must be at least three one business days day after the written notice is given and given, (b) may not be earlier than the Closing Date for the Firm Shares nor Securities, (c) may not be later than ten business days after the date of such noticenotice and (d) may not be later than the last day of the 13-day period beginning on, and including, the Closing Date of the Firm Securities. Additional Shares Securities may be purchased as provided in Section 5 hereof 4 solely for the purpose of covering over allotments made sales of securities in connection with excess of the offering number of the Firm Shares and for market stabilization purposesSecurities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter Initial Purchaser agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you the Representatives may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersSecurities.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions hereinafter statedset forth herein, the Company hereby agrees to issue and sell to each Underwriter and each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company, at US$5.15 a purchase price of $ per Share share (the “Purchase Price”) all (but not less than all) "purchase price per share"), the number of the Firm Shares in the respective amounts Initial Securities set forth in Schedule I hereto opposite the name of such Underwriter’s nameUnderwriter under the column "Number of Initial Securities to be Purchased from the Company" (or such number of Initial Securities increased as set forth in Section 10 hereof). On Upon the basis of the representations representations, warranties and warranties agreements contained in this Agreement, herein and subject to its all the terms and conditionsconditions set forth herein, the Corporation Company hereby grants an option (the "over-allotment option") to the Underwriters to acquire purchase from the Additional Shares in accordance with this paragraph and agrees to sell to Company, at the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)purchase price 2 3 per share, up to 5,827,500 Additional Shares at the Purchase Pricean aggregate of 405,000 Option Securities. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares Option Securities may be purchased as provided in Section 5 hereof solely for the purpose of covering over over- allotments made in connection with the offering of the Firm Shares and for market stabilization purposesSecurities. On each daySuch option shall expire at 5:00 P.M., Chicago time, on the 45th day after the date of this Agreement (or, if anysuch 45th day shall be a Saturday or Sunday or a holiday, that Additional Shares are on the next business day thereafter when the New York Stock Exchange is open for trading). Such over-allotment option may be exercised at any time or from time to be purchased (an “Option Closing Date”)time until its expiration. Upon any exercise of the over-allotment option, each Underwriter agreesUnderwriter, severally and not jointly jointly, agrees to purchase from the Company that proportion of the total number of Option Securities as is equal to the percentage of Initial Securities that such Underwriter is purchasing from the Company (nor jointly and severallyor such number of Initial Securities increased as set forth in Section 10 hereof), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears determine to avoid fractional shares. On the same proportion Closing Date, the Company shall issue and sell to the total number Representative Representative's Warrants at an aggregate purchase price of Additional Shares to be purchased on such Option Closing Date as $100, which warrants shall entitle the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters holders thereof to purchase the Shares and to offer them to the public an aggregate of 270,000 Representative's Securities pursuant to the Prospectuses, terms of and provisions of the Underwriters Representative's Warrant Agreement. The Representative's Warrants shall be entitled exercisable at any time following the first anniversary of the effective date of the Registration Statement at an initial exercise price equal to receive one hundred sixty-five percent (165%) of the initial public offering price of the Securities and expiring five (5) years from the Corporation at effective date of the time of closing Registration Statement. The Representative's Warrant Agreement shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter statedCompany agrees to issue and sell Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (nor jointly iii) each Underwriter agrees, severally and severally)not jointly, to purchase from the Corporation each Seller at US$5.15 a price per Share share of $__________ (the “"Purchase Price”") all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) which bears the respective amounts same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namebears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) certain of the Corporation grants an option Selling Stockholders agree, severally and not jointly, to sell up to the Underwriters to acquire the number of Additional Shares set forth opposite such Selling Stockholder's name in accordance with this paragraph Schedule II hereto and agrees to sell to the Underwriters the Additional Shares, and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an aggregate of Additional Shares from those Selling Stockholders who have agreed to sell Additional Shares, at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. The maximum number of Additional Shares to be purchased from each day, if any, that such Selling Stockholder is set forth on Schedule II hereto. If less than the maximum number of Additional Shares are to be purchased (an “Option Closing Date”)hereunder, each Underwriter agreesof such Selling Stockholders, severally and not jointly (nor jointly and severally)jointly, agrees to purchase sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on by the Underwriters as the maximum number of Additional Shares to be sold by each of such Option Closing Date Selling Stockholders bears to the total number of Additional Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from such Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from such Selling Stockholders as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration The Sellers hereby agree, severally and not jointly, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the agreement on the part directors and officers of the several Underwriters Company who is not a Selling Stockholder and (ii) each stockholder of the Company who is not a Selling Stockholder, pursuant to purchase which each such person agrees not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any common stock of the Shares and to offer them Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the public Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Prospectuses, Company's existing stock option plan described in the Underwriters shall be entitled to receive from Prospectus and (ii) the Corporation at Company may issue shares of its common stock upon the time exercise of closing an option or warrant or the conversion of a security outstanding on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersdate hereof.

Agreements to Sell and Purchase. The Corporation Each Seller, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase from the Corporation such Seller at US$5.15 $14.16 per Share share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s nameShares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Travelport Intermediate Limited agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 1,500,000 Additional Shares at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares Additional Shares are to be purchasedpurchased (an “Option Closing Date”). Each purchase date must be at least three two business days after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made sales of Common Shares in connection excess of the number of the Firm Shares. Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx & Co. LLC, it will not, during the period ending 75 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement or a prospectus supplement to any registration statement, in each case, with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. The restrictions contained in the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are preceding paragraph shall not apply to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase a) the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as sold hereunder, (b) the number issuance by the Company of Firm Common Shares set forth in Schedule I hereto opposite upon the name exercise of such Underwriter bears to an option or warrant, the total number conversion of Firm Shares. In consideration of the agreement a security outstanding on the part date hereof or the vesting of any previously issued equity security including any restricted stock or restricted stock units, or any outstanding incentive awards that may be settled in Common Shares, (c) the several Underwriters to purchase the Shares and to offer them to the public grant of stock options, stock or restricted stock units pursuant to employee benefit plans described in the ProspectusesRegistration Statement, the Underwriters shall be entitled to receive from Time of Sale Prospectus and the Corporation at the time of closing Prospectus and in effect on the Closing Date or pursuant to an employee stock purchase plan described in the Option Time of Sale Prospectus and Prospectus, (d) the sale or issuance of or entry into an agreement to sell or issue Common Shares or securities convertible into or exercisable for Common Shares in connection with any (i) mergers, (ii) acquisition of securities, businesses, property, technologies or other assets, (iii) joint ventures, (iv) strategic alliances, commercial relationships or other collaborations, (v) equipment leasing arrangements, (vi) debt financing or (vii) the assumption of employee benefit plans in connection with mergers or acquisitions; provided, that the aggregate number of Common Shares or securities convertible into or exercisable for Common Shares (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 8% of the total number of Common Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); and provided further, that each recipient of Common Shares or securities convertible into or exercisable for Common Shares pursuant to this clause (d) shall, on or prior to such issuance, execute a lock-up agreement substantially in the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period, (e) the filing of one or more registration statements on Form S-8 with the Commission with respect to Common Shares issued or issuable under any equity compensation plan in effect on the Closing Date, as applicable(f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that (i) such plan does not provide for the transfer of Common Shares during the Restricted Period and (ii) to the extent a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales taxpublic announcement or filing under the Exchange Act, if applicableany, is required of or voluntarily made by or on behalf of the Selling Shareholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Shares may be made under such plan during the Restricted Period, (g) transactions by a Selling Shareholder relating to Common Shares or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the gross proceeds Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Shares or other securities acquired in such open market transactions, (h) transfers by a Selling Shareholder of Common Shares or any security convertible into Common Shares as a bona fide gift, (i) distributions by a Selling Shareholder of Common Shares or any security convertible into Common Shares to limited partners or stockholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (h) or (i), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period. In addition, each Selling Shareholder agrees that, without the prior written consent of Mxxxxx Sxxxxxx & Co. LLC, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares. Each Selling Shareholder consents to the Corporation from entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares purchased on held by such Selling Shareholder except in compliance with the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersforegoing restrictions.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (Company the “Purchase Price”) all (but not less than all) respective numbers of the Firm Shares in the respective amounts set forth in Schedule Schedules I and II hereto opposite such Underwriter’s nameits names at U.S.$_____ a share ("PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, [the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company][DEC] agrees to sell to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 22,500,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right If the U.S. Representatives, on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify [the Company][DEC] in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each U.S. Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of such U.S. Underwriter bears to the total number of U.S. Firm Shares. In consideration Each of (i) the agreement Company and (ii) DuPont and any of its affiliates hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on the part behalf of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each it will not, during the period ending 180 days after the date of the 4.00% fee Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except in connection with the split-off described in the Prospectus under "Prospectus Summary - Separation from DuPont". The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or issuance upon cancellation of a security outstanding on the Closing Date date hereof of which the Underwriters have been advised in writing or (c) transactions by any other person other than the Option Closing Date, as applicable, an aggregate work fee equal Company and DuPont relating to 5.00% shares of Common Stock or other securities acquired in open market transactions after the completion of the aggregate Offerings. The restrictions on the Company are subject to exceptions for the issuance of such fees (the “Work Fee”), such Work Fee Company Stock Options and Common Stock pursuant to be split equally by the Bookrunnersexisting employee benefit plans.

Agreements to Sell and Purchase. The Corporation hereby agrees Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, each Selling Stockholder agrees, severally and not jointly, subject to all the terms and conditions set forth herein, to sell to the several Underwriters, and each UnderwriterU.S. Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, agreeseach U.S. Underwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the Corporation each Selling Stockholder at US$5.15 a price per Share share of $[ ] (the “Purchase Price”"purchase price per share") all (but not less than all) the number of the Firm Shares in which bears the respective amounts same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule II hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule I hereto opposite (or such Underwriter’s namenumber of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. On The Selling Stockholders also agree, subject to all the terms and conditions set forth herein, to sell to the U.S. Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the U.S. Underwriters shall have the right to purchasepurchase from the Selling Stockholders, severally at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and not jointly from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (nor jointly and severallyor, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to 5,827,500 an aggregate of 1,100,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such noticeShares. Additional Shares may be purchased as provided in Section 5 hereof solely only for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”)Upon any exercise of the over-allotment option, each Underwriter U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, and each Selling Stockholder agrees, severally and not jointly (nor jointly and severally)jointly, to purchase sell to each U.S. Underwriter, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased on pursuant to such Option Closing Date exercise of the over-allotment option as the number of Firm Shares set forth in Schedule I hereto opposite sold by such Selling Stockholder to such U.S. Underwriter pursuant to the name of such Underwriter preceding paragraph bears to the total number of Firm Shares. In consideration Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the agreement on Agreement Between U.S. Underwriters and Managers dated the part date hereof (as described in the Prospectuses under "Underwriting"), (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made and any such offer will not result in the Company being required to take any action under any national, provincial and local law in Canada, except for the filing with the securities regulatory authority of each province in which the sale of the several Underwriters to purchase Shares are made of a trade report in the Shares and to offer them to prescribed form, together with the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersapplicable fee.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions hereinafter statedhereof, (i) the Company agrees to issue and sell to the Underwriters, at a price of $_____ per Share (the "Purchase Price"), 900,000 Firm Shares; and (ii) each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company, at US$5.15 per Share (the “Purchase Price”) all (but not less than all) , the aggregate number of the Firm Shares in the respective amounts set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namehereto. On the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions hereof, (i) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Underwriters, at the Purchase Price, up to 135,000 Additional Shares, ; and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, from time to time, up to 5,827,500 an aggregate of 135,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration For a period of 180 days from the effective date of the agreement Registration Statement, the Company will not, without the prior written consent of EVEREN Securities, Inc. on the part behalf of the several Underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the Shares and economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to offer them be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that this clause shall not apply to the public transactions expressly contemplated hereby, the issuance of shares of Common Stock pursuant to the Prospectusestransactions with Town Square Financial Corporation as described in the Prospectus, the Underwriters shall be entitled granting of options for shares of Common Stock or sales of shares of Common Stock to receive the Company's employees pursuant to the exercise of options under those employee benefit plans described in the Prospectus. For a period of 180 days from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) effective date of the gross proceeds to Registration Statement, the Corporation from Company will not, without the Shares purchased prior written consent of EVEREN Securities, Inc. on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from behalf of the Underwriters, out file a registration statement relating to shares of each capital stock (including the Common Stock) or securities convertible into or exercisable or exchangeable for, capital stock or warrants, options or rights to purchase or acquire, capital stock, with the exception of the 4.00% fee filing of Registration Statements on Form S-8 with respect to the Closing Date or Company's employee benefit plans described in the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersProspectus.

Agreements to Sell and Purchase. The Corporation Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties herein contained, but agreements of the Company contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company, at US$5.15 a purchase price of $4.50 per Share share of Common Stock (the “Purchase Price”"PURCHASE PRICE PER SHARE") all and $0.1125 per Warrant (but not less than all) the "PURCHASE PRICE PER WARRANT"), the number of the Firm Shares in and the respective amounts Number of Firm Warrants set forth opposite the name of such Underwriter in Schedule I hereto opposite (or such Underwriter’s namenumber of Firm Shares and Firm Warrants increased as set forth in Section hereof). On The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Representative, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters Representative shall have the right to purchasepurchase from the Company, severally at the purchase price per share and not jointly the purchase price per warrant, respectively, pursuant to the Over-Allotment Option which may be exercised at any time and from time to time prior to 9:00 P.M., Eastern time, on the 45th day after the date of the Prospectus (nor jointly and severallyor, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to 5,827,500 an aggregate of 210,000 Additional Shares at and 210,000 Additional Warrants from the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such noticeCompany. Additional Shares may be purchased as provided in Section 5 hereof solely only for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company the respective numbers of Firm Shares set forth on Schedules I and II hereto opposite its name at US$5.15 per Share $______ a share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 1,100,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right If the U.S. Representatives, on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Company in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each U.S. Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Underwriters may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.number

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell an aggregate of 5,147,059 Firm Shares and 2,573,530 Firm Warrants to the Underwriters. Upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $3.1527 per Firm Share (the “purchase price per Share”) and $0.0093 per Firm Warrant (the “purchase price per Warrant”), the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto; provided, however, that the Representative will be entitled to (i) a minimum of 52.5% of the aggregate discounts and commissions payable to the Underwriters under this Agreement for a total offering amount up to $20 million and (ii) 100% of the aggregate discounts and commissions payable to the Underwriters under this Agreement for the offering amount, if any, exceeding $20 million. The Corporation Company hereby also agrees to sell to the several UnderwritersUnderwriters or Xxxxxxx Xxxxx, and each Underwriteras the case may be, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, agreesthe Underwriters or Xxxxxxx Xxxxx, severally and not jointly (nor jointly and severally)as the case may be, shall have the right for 30 days from the date of the Prospectus to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), Company up to 5,827,500 772,059 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date price per Share for the Firm Shares nor later than ten business days after and/or 386,029 Additional Warrants at the date of such noticepurchase price per Warrant for the Firm Warrants. The Additional Shares Securities may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments over-allotments, if any, made in connection with the offering of the Firm Shares and for market stabilization purposesSecurities. On each day, if any, that If any Additional Shares Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them Securities, provided, however, that to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the extent there are gross proceeds to the Corporation from Company in excess of $20 million, the Shares purchased on option to purchase Additional Securities shall be solely for the Closing Date benefit of Xxxxxxx Xxxxx and not for the benefit of any other Underwriter, agent or broker that might participate in the Option Closing Date, as applicableoffering of Securities. The Bookrunners shall option to purchase Additional Securities may be entitled to receive from exercised at any time within 30 days after the Underwriters, out of each date of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersProspectus.

Agreements to Sell and Purchase. The Corporation Upon the basis of the representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the "purchase price per share"), the number of Firm Shares that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Shares to be sold by the Company. Upon the basis of the representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Company also agrees to sell to the several U.S. Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the U.S. Underwriters shall have the right to purchasepurchase from the Company, severally and not jointly at the purchase price per share, pursuant to an option (nor jointly and severallythe "over-allotment option") which may be exercised prior to 5:00 p.m., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to 5,827,500 an aggregate of [1,905,000] Additional Shares at from the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such noticeCompany. Additional Shares may be purchased as provided in Section 5 hereof solely only for the purpose of covering over over- allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the agreement on Agreement Between U.S. Underwriters and Managers, dated the part date hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the several Underwriters United States or Canada or to purchase the anyone other than a U.S. or Canadian Person and (iii) any offer of Shares and to offer them to the public in Canada will be made only pursuant to the Prospectuses, the Underwriters shall be entitled to receive an exemption from the Corporation at requirement to file a prospectus in the time relevant province of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of Canada in which such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersoffer is made.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, the Company hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in Company the respective principal amounts of Firm Securities set forth in Schedule I hereto opposite such Underwriter’s nameits name at % of their principal amount plus accrued interest, if any, from August __, 1999 to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 $37,500,000 aggregate principal amount of Additional Shares Securities at the Purchase PricePrice plus accrued interest, if any, from August __, 1999 to the date of payment and delivery. The Bookrunners may exercise this right on behalf of If the Underwriters elect to exercise such option, Xxxxxx Xxxxxxx & Co. Incorporated shall so notify the Company in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number aggregate principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 hereof 4 solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and Securities. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for market stabilization purposes. On each dayCommon Stock; (ii) enter into any swap or other arrangement that transfers to another, if anyin whole or in part, that Additional Shares are any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be purchased settled by delivery of Common Stock or such other securities, in cash or otherwise or (an “Option Closing Date”)iii) in the case of the Company, each Underwriter agreesfile a registration statement, severally and not jointly (nor jointly and severally), to purchase the number other than a registration statement on Form S-8 covering shares of Additional Shares (common stock subject to outstanding options under the 1997 Omnibus Plan or shares of common stock subject to outstanding options under the 1999 Omnibus Plan, for the registration of any shares of Common Stock or any security convertible or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement; (B) the Common Stock issuable upon conversion of Securities; (C) the issuance by the Company of restricted stock awards under the Company's existing employee benefits plans or of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof; (D) the grant of options to officers, directors, employees or consultants, PROVIDED such adjustments to eliminate fractional shares as you may determineoptions are not exercisable (except in the case of a change of control or similar event) that bears the same proportion prior to the total number end of Additional Shares the lock-up period; (E) the issuance by the Company of warrants (or shares of capital stock upon the exercise of such warrants) to suppliers or other entities providing products or services to the Company in connection with entering into certain supply, adaptive marketing or other similar arrangements, provided that the recipient of such warrants or shares agrees to be purchased on such Option Closing Date as bound by the number foregoing provisions; (F) the concurrent offering by the Company of Firm Shares set forth 2,000,000 shares of its Common Stock or the sale of the those 2,000,000 shares in Schedule I hereto opposite an underwritten offering; (G) the name filing of a Rule 462(b) Registration Statement; (H) subject to the other provisions herein the filing by the Company of a registration statement in response to the exercise of demand registration rights by holders of such Underwriter bears to the total number of Firm Shares. In consideration rights as of the agreement date hereof under the Amended and Restated Registration Rights Agreement dated as of December 8, 1998 (the "Registration Rights Agreement") among the Company, General Atlantic Partners 48, L.P., GAP Coinvestment Partners, L.P., General Atlantic Partners 50, L.P. and the stockholders named therein, or the grant of exchange rights and the issuance by the Company of common stock on exercise of such exchange rights, in connection with the part development by xxxxxxxxx.xxx of new lines of business through other entities, PROVIDED THAT no such issuance is permitted prior to 180 days after the date of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersProspectus.

Agreements to Sell and Purchase. The Corporation Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase the Shares from the Corporation such Selling Stockholder at US$5.15 per Share $84.01 a share (the “Purchase Price”) all (but not less than all) ). Subject to the sale of the Firm Shares by the Selling Stockholders to the Underwriter in compliance with the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis terms of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Underwriter agrees to sell to the Underwriters the Additional SharesCompany, and the Underwriters shall have Company agrees to purchase from the right to purchaseUnderwriter, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional the number of Repurchase Shares specified herein at the Purchase Price. The Bookrunners may exercise this right on behalf Company represents that it is acquiring the Repurchase Shares for investment purposes. None of the Underwriters in whole or in part or from time to time Shares being sold by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to CPP Investment Board Private Holdings Inc. hereunder will be purchased by the Company from the Underwriters and pursuant to the date on which such shares are to be purchasedShare Repurchase. Each purchase date must be at least three business days after The Company hereby agrees that, without the prior written notice is given and may not be earlier than consent of the Closing Date for Underwriter, it will not, during the Firm Shares nor later than ten business period ending 45 days after the date of the Prospectus (such notice. Additional Shares may period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned or convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be purchased as provided settled by delivery of Common Stock or such other securities, in Section 5 hereof solely cash or otherwise or (3) file any registration statement or a prospectus supplement to any registration statement, in each case, with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for the purpose account of covering over allotments made the Company (other than a Registration Statement on Form S-8 to register shares of Common Stock issued pursuant to, or covered by, any equity benefit plan or arrangement disclosed in connection with the Time of Sale Prospectus). The restrictions contained in the preceding paragraph shall not apply to (a) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is disclosed in the Time of Sale Prospectus or of which the Underwriter has been advised in writing, (b) any awards granted pursuant to any equity benefit plan or arrangement disclosed in the Time of Sale Prospectus (including in the exhibits to any documents incorporated by reference therein), and (c) the issuance by the Company of up to 10.0% of the shares of Common Stock outstanding after the offering of the Firm Shares and or any securities convertible into or exercisable or exchangeable for market stabilization purposes. On Common Stock in connection with mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions if each day, if any, that Additional Shares are person receiving shares pursuant to be purchased this clause (c) enters into an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase agreement in the number form of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears Exhibit A hereto for the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration balance of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersRestricted Period.

Agreements to Sell and Purchase. The Corporation Each Seller hereby agrees agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation such Seller at US$5.15 per Share $ a share (the “Purchase Price”) all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective amounts same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter’s nameUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option Company agrees to issue and sell to the Underwriters to acquire and certain of the Additional Shares in accordance with this paragraph and agrees Selling Shareholders severally agree to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 465,525 Additional Shares Shares, of which 232,763 shares are to be issued and sold by the Company and 232,762 shares are to be sold by such Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto, at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (“Common Stock Rights”) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder (including the issuance of shares of Common Stock upon exercise by any Selling Shareholder of any Common Stock Rights to acquire the Shares to be sold hereunder), (B) up to $57,500,000 aggregate principal amount of the Company’s [ ]% Convertible Notes due 2025, (C) the issuance by the Company of shares of Common Stock (i) upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (ii) upon conversion of the Company’s [ ]% Convertible Notes due 2025 or (D) the issuance by the Company of shares of Common Stock or Common Stock Rights (i) pursuant to the Company’s stock option and equity compensation plans outstanding on the date of this Agreement (including but not limited to the Company’s 2005 Stock Equity Incentive Plan), (ii) in connection with any acquisition, partner agreement or strategic agreement, provided that, in each case, each recipient agrees in writing with the Company to be bound to the restrictions set forth in the next succeeding paragraph (and the Company hereby agrees to provide a copy of the agreement on containing such restrictions to Xxxxxx Xxxxxxx & Co. Incorporated and not to waive, amend or terminate such restrictions without the part prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated) or (iii) upon the several Underwriters to purchase the Shares and to offer them to the public exercise or conversion of any Common Stock Rights issued pursuant to the Prospectusesforegoing. Each Selling Shareholders hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Common Stock Rights or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the shares to be sold hereunder (including the exercise of any Common Stock Rights to acquire the Shares to be sold hereunder); (B) the exercise of any stock option, warrant or other right to acquire shares of Common Stock, the Underwriters shall be entitled conversion of a security convertible into Common Stock, or any disposition of shares of Common Stock (i) in lieu of payment of the exercise or conversion price thereof or (ii) to receive from the Corporation at Company to satisfy any withholding tax obligation in connection with such exercise or conversion; (C) transfers to any member of the time immediate family of closing on such Selling Shareholder, to any trust for the Closing Date direct or indirect benefit of such Selling Shareholder or as bona fide gifts, provided that, in each case, each transferee and the Option Closing Datetrustee of any such trust, as applicable, agrees to be bound in writing to the restrictions set forth in the preceding paragraph; (D) in the case of Selling Shareholders who are individuals, the transfer of any shares as a fee equal result of testate or intestate succession, or in the event that such Selling Shareholder becomes permanently disabled, provided that, in each case, each transferee agrees to 4.00% be bound in writing to the restrictions set forth in the preceding paragraph; or (exclusive E) transactions relating to shares of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) Common Stock or other securities acquired in open market transactions after the completion of the gross proceeds to offering of the Corporation from Shares. In addition, each Selling Shareholder hereby agrees that, without the Shares purchased prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from behalf of the Underwriters, out of each it will not, during the period ending 90 days after the date of the 4.00% fee on Prospectus, make any demand for, or exercise any right with respect to, the Closing Date registration of any shares of Common Stock or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersany security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions hereinafter statedhereof, (i) the Company agrees to issue and sell to the Underwriters 2,000,000 Firm Shares and the Selling Shareholders severally and not jointly agree to sell to the Underwriters 1,500,000 Firm Shares, at a price of $_____ per Share (the "Purchase Price"); and (ii) each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Company and the Selling Shareholders, at US$5.15 per Share (the “Purchase Price”) all (but not less than all) , the aggregate number of the Firm Shares in the respective amounts set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s nameII hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions hereof, (i) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Underwriters, at the Purchase Price, up to 525,000 Additional Shares, ; and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, from time to time, up to 5,827,500 an aggregate of 525,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule II bears to the total number of Firm Shares. In consideration The Company is advised by you that the Underwriters propose to make a public offering of their prospective portions of the agreement on Shares as soon after the part of Registration Statement and this Agreement become effective as in your judgment is advisable. The Company is further advised that the several Underwriters propose to purchase offer the Shares and to offer them to the public initially at $____ per share and to certain dealers selected by you at a price that represents a concession not in excess of $____ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession not in excess of $____ a share, to any Underwriter or to certain other dealers. The Company is further advised that after the initial public offering, the price to the public, the concession and the discount to dealers may be changed. For a period of 180 days from the date this Agreement becomes effective, the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than 1,356,998 shares of Common Stock issuable pursuant to the Prospectuses1987, 1991 and 1994 Stock Option Plans described in the Prospectus and 183,690 shares of Common Stock issuable under the Stock Purchase Plan described in the Prospectus), or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. For a period of 180 days from the date this Agreement becomes effective, the Underwriters shall be entitled to receive from Company will not, without the Corporation at the time prior written consent of closing EVEREN Securities, Inc. on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive behalf of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out file a registration statement relating to shares of each capital stock (including the Common Stock) or securities convertible into or exercisable or exchangeable for, capital stock or warrants, options or rights to purchase or acquire, capital stock. For a period of 180 days from the date this Agreement becomes effective, the Selling Shareholders will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the 4.00% fee on the Closing Date Underwriters (1) offer, pledge, sell, contract to sell, sell any option or the Option Closing Datecontract to purchase, as applicablepurchase any option or contract to sell, an aggregate work fee equal grant any option, right or warrant to 5.00% purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the aggregate economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that this clause shall not apply to the transactions expressly contemplated hereby involving the Firm Shares or to transfers of Common Stock to partnerships, limited liability companies, trusts or similar entities organized for the exclusive benefit of family members of the grantors and beneficiaries of the Selling Shareholders for financial and estate planning purposes so long as any transferee that receives Common Stock as a result of such fees (the “Work Fee”), transfer shall agree upon such Work Fee transfer to be split equally bound by the Bookrunnersterms of this paragraph and shall be capable of being so bound.

Agreements to Sell and Purchase. The Corporation Selling Shareholder hereby agrees to sell to the several UnderwritersUnderwriters the Shares, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Selling Shareholder at US$5.15 $26.25 per Share share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicableUnderwriter. The Bookrunners shall be entitled to receive from Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, out of each it will not, during the period ending 30 days after the date of the 4.00% fee on Prospectus (the Closing Date “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Option Closing DateSecurities Exchange Act of 1934, as applicableamended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, an aggregate work fee equal in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to 5.00be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of Common Stock upon exercise of options, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus provided that each holder shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (c) the issuance and sale of Common Stock, or any securities convertible into, or exercisable, or exchangeable for, Common Stock, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (d) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission, and (e) the issuance of Common Stock in connection with the acquisition of another company, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto and provided further, that the number of shares of Common Stock issued pursuant to this clause (e) shall not exceed 5% of the aggregate shares of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersCommon Stock then outstanding.

Agreements to Sell and Purchase. The Corporation hereby agrees number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to sell to the several Underwriters, and each Underwriter, upon Section 12 hereof). Upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholders herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, agreesthe Company also agrees to sell up to 231,825 Additional Shares to the Underwriters and certain Selling Shareholders identified in Schedule II hereto, severally and not jointly jointly, agree to sell up to an aggregate of 98,175 Additional Shares (nor jointly and severally), each to purchase from sell up to the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) number of the Firm Additional Shares in the respective amounts set forth opposite the name of such Selling Shareholder in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option II hereto) to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Sharesand, and the Underwriters shall have the one-time right for 30 days from the date upon which the Registration Statement is declared effective by the Commission to purchase, severally purchase from the Company and not jointly (nor jointly and severally), such Selling Shareholders up to 5,827,500 330,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date price per Share for the Firm Shares nor later than ten business days after the date of such noticeShares. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. If the Underwriters exercise the right to purchase less than 330,000 Additional Shares, then (i) the Company agrees to sell the Underwriters a number of Additional Shares which bears the same proportion to the total number of Additional Shares specified in the notice to the Company and for market stabilization purposesthe Selling Shareholders and pursuant to Section 4 hereof as 231,825 bears to 330,000 and (ii) certain Selling Shareholders identified in Schedule II hereto agree to sell to the Underwriters the balance of the Additional Shares (the "Remaining Additional Shares") specified in such notice, and each such Selling Shareholder will sell a number of Remaining Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) which bears the same proportion to the total number of Remaining Additional Shares as the number of Additional Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto bears to 98,175. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date sold as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total in Schedule I hereto (or such number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public as adjusted pursuant to the Prospectuses, the Underwriters shall be entitled Section 12 hereof) bears to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners2,200,000.

Agreements to Sell and Purchase. The Corporation Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (Selling Shareholder the “Purchase Price”) all (but not less than all) respective numbers of the Firm Shares in the respective amounts set forth in Schedule Schedules I and II hereto opposite such Underwriter’s nameits name at U.S.$. a share ("PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Selling Shareholder agrees to sell to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 2,250,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right If the U.S. Representatives, on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Selling Shareholder in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each U.S. Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.set

Agreements to Sell and Purchase. The Corporation Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation such Seller at US$5.15 per Share U.S.$- a share (the “"Purchase Price”") all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective amounts same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II or Schedule III hereto opposite the name of such Underwriter’s nameUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 - Additional Shares at the Purchase Price. The Bookrunners may exercise this right If the U.S. Representatives, on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Company in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each U.S. Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.U.S.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase from the Corporation Company the Firm Shares at US$5.15 per Share $14.21 a share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 720,000 Additional Shares at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters you and the date on which such shares are to be purchased. Each purchase date must be at least three two business days after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares (the “Closing Date”) nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), you agree to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as specified in the number applicable exercise notice. The Company hereby agrees that, without your prior written consent, it will not, during the period ending 90 days after the date of Firm the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares set forth to be sold hereunder, (B) the issuance by the Company of shares of Common Stock or embedded options under its employee stock purchase plan as in Schedule I hereto opposite effect on the name date hereof or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) the grant of any options by the Company pursuant to its benefit plans in effect on the date hereof or (D) the issuance by the Company of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with any licensing, collaboration or similar strategic arrangement; provided that, (x) with respect to clauses (B) and (C), no such options shall be exercisable within such 90-day restricted period and (y) with respect to clause (D), prior to the issuance of any such shares of Common Stock or other securities, the Company shall cause the recipient of such Underwriter bears shares or other securities to execute and deliver to you a form of “lock-up” agreement substantially in the total number form of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersExhibit A attached hereto.

Agreements to Sell and Purchase. The Corporation Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation such Seller at a price of US$5.15 [·] per Share ADS (the “Purchase Price”) all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective amounts same proportion to the number of Firm Shares to be sold by such Seller set forth in Schedule I hereto opposite its name as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter’s nameUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 34,932,240 Additional Shares at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the agreement Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any ADSs, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or ADSs, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or ADSs or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs (other than a registration statement on Form S-8). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold in the form of ADSs hereunder, (b) the grant of options to purchase Shares that would not vest, restricted shares that would not become freely transferable, and restricted share units that would not vest, in each case during the time period in the previous paragraph, (c) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the part date hereof of which the Underwriters have been advised in writing or which is otherwise described in the Time of Sale Prospectus, (d) transactions by a Selling Shareholder relating to Ordinary Shares in the form of ADSs or other securities acquired in open market transactions after the completion of the several Underwriters to purchase offering of the Shares and to offer them to the public pursuant to the ProspectusesADSs, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicableprovided that no filing under Section 16(a) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing DateSecurities Exchange Act of 1934, as applicable. The Bookrunners amended (the “Exchange Act”), shall be entitled required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares or other securities acquired in such open market transactions, (e) transfers by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares as a bona fide gift, or (f) distributions by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares to receive from limited partners or stockholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (e) or (f), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, out of each it will not, during the period ending 180 days after the date of the 4.00% fee Prospectus, make any demand for, or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the Closing Date last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% occurrence of the aggregate material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxx of such fees (any earnings release, news or event that may give rise to an extension of the “Work Fee”), such Work Fee initial 180-day restricted period. Each Seller hereby agrees not to engage in any transaction that may be split equally restricted by the Bookrunnersrestrictions in the two immediately preceding paragraphs during the 34-day period beginning on the last day of the initial 180 day restricted period unless it requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxx that the restrictions imposed by the two immediately preceding paragraphs have expired.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation Company the Firm Shares at US$5.15 per Share $9.05 a share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 900,000 Additional Shares at the Purchase Price. The Bookrunners Underwriter may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least three two business days after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly (nor jointly and severally), agrees to purchase the number Additional Shares. The Company hereby agrees that, without the prior written consent of Additional Shares the Underwriter, it will not, during the period ending 90 days after the date of the Prospectus, (subject i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such adjustments transaction described in clause (i) or (ii) above is to eliminate fractional shares as you may determinebe settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as sold hereunder, (B) the number issuance by the Company of Firm Shares set forth in Schedule I hereto opposite shares of Common Stock upon the name exercise of such Underwriter bears to an option or warrant or the total number conversion of Firm Shares. In consideration of the agreement a security outstanding on the part date hereof of which the several Underwriters Underwriter has been advised in writing, (C) the grant of options to purchase Common Stock under the Shares and to offer them to Company’s stock option plans or (D) the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally issuance by the BookrunnersCompany of shares of Common Stock under the Company’s employee stock purchase plan.

Agreements to Sell and Purchase. The Corporation Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (Fund the “Purchase Price”) all (but not less than all) respective number of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s nameits name at the price of $10.00 per Share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Fund further agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from time to time in the aggregate, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 the total number of Additional Shares at the Purchase Price. The Bookrunners may If the Underwriters elect to exercise this right to purchase Additional Shares, Morgxx Xxxnxxx & Xo. Incorporated, on behalf of the Underwriters Underwriters, shall so notify the Fund in whole or in part or from time to time by giving written notice writing not later than 30 45 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration The Fund hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the agreement on Underwriters, it will not, during the part period ending 180 days after the date of the several Underwriters Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any of its Common Shares or any securities convertible into or exercisable or exchangeable for such Common Shares or (ii) enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of its Common Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares and to offer them to or (B) any Common Shares of the public Fund issued pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersPlan.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase from the Corporation Company 6,525,000 Shares at US$5.15 per Share $27.00 a share (the “"Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 975,000 Additional Shares at the Purchase Price. The Bookrunners Underwriter may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchasedpurchased (the "Additional Closing Date"). Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares Shares. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 30 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance of shares of Common Stock upon the exercise of outstanding options or grants of options or restricted shares of Common Stock under either The Xxxxx Corporation's 1994 Executive Incentive Plan, as amended, or The Xxxxx Corporation's 1999 Stock Option Plan, (B) the exchange of Units for Common Stock, (C) the issuance of shares of Common Stock upon the conversion of the Company's outstanding preferred stock, and (D) the exchange of joint venture interests for market stabilization purposes. On each dayeither Units or Common Stock, if anyor entering into new joint venture agreements in the ordinary course of business that provide for such exchange, which agreements shall substantially conform to prior business practice, provided, however, that Additional Shares are to be purchased any shares of Common Stock issued as contemplated by clauses (an “Option Closing Date”A), each Underwriter agrees, severally and not jointly (nor jointly and severallyB), to purchase the number of Additional Shares (C) or (D) shall be subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration provisions of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersforegoing sentence.

Agreements to Sell and Purchase. The Corporation hereby agrees Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, each Selling Stockholder agrees, severally and not jointly, subject to all the terms and conditions set forth herein, to sell to the several Underwriters, and each UnderwriterU.S. Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, agreeseach U.S. Underwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the Corporation each Selling Stockholder at US$5.15 a price per Share share of $_____(the “Purchase Price”"purchase price per share") all (but not less than all) the number of the Firm Shares in which bears the respective amounts same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule II hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule I hereto opposite (or such Underwriter’s namenumber of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. On Each Selling Stockholder also agrees, subject to all the terms and conditions set forth herein, to sell to the U.S. Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the U.S. Underwriters shall have the right to purchasepurchase from the Selling Stockholders, severally at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and not jointly from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (nor jointly and severallyor, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to 5,827,500 an aggregate of 1,800,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such noticeShares. Additional Shares may be purchased as provided in Section 5 hereof solely only for the purpose of covering over over- allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”)Upon any exercise of the over-allotment option, each Underwriter U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, and each Selling Stockholder agrees, severally and not jointly (nor jointly and severally)jointly, to purchase sell to each U.S. Underwriter, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite sold by such Selling Stockholder to such U.S. Underwriter pursuant to the name of such Underwriter preceding paragraph bears to the total number of Firm Shares. In consideration Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the agreement on Agreement Between U.S. Underwriters and Managers dated the part date hereof (as described in the Prospectuses under "Underwriting"), (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made and any such offer will not result in the Company being required to take any action under any national, provincial and local law in Canada, except for the filing with the securities regulatory authority of each province in which the sale of the several Underwriters to purchase Shares are made of a trade report in the Shares and to offer them to prescribed form, together with the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersapplicable fee.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations representations, warranties and warranties covenants contained in this Agreement, and subject to its the terms and conditionsconditions contained herein, the Corporation grants an option Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto, subject to adjustment in accordance with Section 7 hereof, at a purchase price equal to 100.0% of the principal amount thereof. The offering price of the Securities is not in excess of the price recommended by Friedman, Billings, Rxxxxx & Co., Inc., acting in its capacity as a “qualified independent underwriter” within the meaning of Rule 2720 (“Rule 2720”) of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “QIU”). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Securities as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine; provided that, in the event the public offering price is increased, such public offering price is not in excess of the price recommended by the QIU. The Company agrees to pay total discounts and commissions to the Underwriters to acquire the Additional Shares in accordance of $4.8 million with this paragraph and agrees to sell respect to the Firm Securities. In addition, the Company hereby grants to the several Underwriters the Additional Sharesoption to purchase, and upon the basis of the representations, warranties and covenants, and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 Additional Shares at from the Purchase Price. The Bookrunners may exercise this right on behalf Company, ratably in accordance with the principal amount of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares Firm Securities to be purchased by each of them, all or a portion of the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares Securities as may be purchased as provided in Section 5 hereof solely for the purpose of covering over necessary to cover over-allotments made in connection with the offering of the Firm Shares Securities, at the same purchase price set forth in the immediately preceding paragraph to be paid by the Underwriters to the Company for the Firm Securities; provided that the Company shall pay discounts and for market stabilization purposescommissions to the Underwriters equal to 2.5% of the Additional Securities. On each dayThis option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirteenth day from and including the Closing Date (as defined below), if anyby written notice to the Company. Such notice shall set forth the aggregate principal amount of Additional Securities as to which the option is being exercised, that and the date and time when the Additional Shares Securities are to be purchased delivered (an such date and time being herein referred to as the “Option Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The principal amount of Additional Securities to be sold to each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase shall be the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that principal amount which bears the same proportion to the total number aggregate principal amount of Additional Shares to be Securities being purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares. In consideration of the agreement on the part of the several Underwriters Securities (subject, in each case, to purchase the Shares such adjustment as you may determine to eliminate fractional shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”in accordance with Section 7 hereof), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (Fund the “Purchase Price”) all (but not less than all) respective numbers of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s nameits name at $27.0048 a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 420,000 Additional Shares at the Purchase PricePrice less an amount per share equal to any dividends or distributions declared by the Fund and paid or payable on the Firm Shares, but not payable on the Additional Shares. The Bookrunners Morgan Stanley & Co. LLC may exercise this right on behalf of the Underwriters in Xxxxxxrxxxxx xn whole or in part or from time to time in part by giving written notice not later than 30 45 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration The Fund hereby agrees that, without the prior written consent of each of Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and RBC Caxxxxx Mxxxxxx, LLC, on behalf of the agreement on Underwriters, it will not, during the part period ending 90 days after the date of the several Underwriters Final Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any other securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The agreements contained in this paragraph shall not apply to the Shares and to offer them to the public be sold hereunder or any Common Shares issued pursuant to the ProspectusesPlan. If: (1) during the last 17 days of the restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs; or (2) prior to the expiration of the restricted period, the Underwriters shall be entitled to receive from Fund announces that it will release earnings results during the Corporation at the time of closing 16-day period beginning on the Closing Date last day of the restricted period, the foregoing restrictions shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) occurrence of the gross proceeds to the Corporation from the Shares purchased on the Closing Date material news or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersmaterial event.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (Company the “Purchase Price”) all (but not less than all) respective number of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite its name at a purchase price of $24.1875 a share (subject to adjustment of such Underwriter’s namepurchase price in the case of sales of 400,000 or more shares to a single purchaser as provided in the second succeeding paragraph). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 600,000 Additional Shares at a purchase price of $24.1875 a share (subject to adjustment of such purchase price in the Purchase Pricecase of sales of 400,000 or more shares to a single purchaser as provided in the next succeeding paragraph), plus accrued dividends, if any, to but excluding the Option Closing Date. The Bookrunners may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration Notwithstanding the provisions of the agreement on two immediately preceding paragraphs, but solely in the part case of sales of 400,000 or more Shares by any Underwriter to a single purchaser, the purchase price to be paid for such Shares to the Company by the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled $24.50 a share plus, solely in the case of any such Shares which are Additional Shares, accrued dividends, if any, to receive from the Corporation at the time of closing on the Closing Date or but excluding the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) . For purposes of the gross proceeds immediately preceding sentence, Firm Shares and any Option Shares sold by any Underwriter to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicablea single purchaser shall be aggregated. The Bookrunners shall be entitled to receive from Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, out it will not, during the period beginning on the date of each this Agreement through and including the day which is 30 days after the date of this Agreement, (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Series A Preferred Stock or other preferred stock, any shares of any other class or series of capital stock which is substantially similar to the Series A Preferred Stock, any preferred securities of a subsidiary trust or similar financing vehicle, any depositary shares or depositary receipts representing or evidencing any of the 4.00% fee on the Closing Date foregoing, or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% any securities convertible into or exercisable or exchangeable for any of the aggregate of such fees foregoing (other than the “Work Fee”), such Work Fee Shares to be split equally sold to the Underwriters) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Series A Preferred Stock or other preferred stock, any shares of any other class or series of capital stock which is substantially similar to the Series A Preferred Stock, any preferred securities of a subsidiary trust or similar financing vehicle, any depositary shares or depositary receipts representing or evidencing any of the foregoing, any securities convertible into or exercisable or exchangeable for any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Series A Preferred Stock, other securities, in cash or otherwise; provided that the provisions of this paragraph shall not prevent the issuance by the BookrunnersCompany of its Junior Participating Preferred Stock pursuant to its shareholder rights plan.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase from the Corporation Company the Shares at US$5.15 $23.21 per Share share (the “Purchase Price”) all (but not less than all) ). The Company hereby agrees that, without the prior written consent of the Firm Shares in Underwriter, it will not, during the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business period ending 60 days after the date of such notice. Additional this Agreement, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly any Common Shares may be purchased as provided or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in Section 5 hereof solely for the purpose of covering over allotments made whole or in connection with the offering part, any of the Firm Shares and for market stabilization purposes. On each dayeconomic consequences of ownership of the Common Shares, if any, that Additional Shares are whether any such transaction described in clause (i) or (ii) above is to be purchased settled by delivery of Common Shares or such other securities, in cash or otherwise. Each of the parties hereto hereby acknowledges that the foregoing sentence does not apply to a share repurchase program by the Company for its Common Shares. The restrictions contained in the preceding paragraph shall not apply to (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase A) the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as sold hereunder, (B) the number issuance by the Company of Firm Common Shares set forth in Schedule I hereto opposite upon the name exercise of such Underwriter bears to an option or warrant or the total number conversion of Firm Shares. In consideration of the agreement a security outstanding on the part date hereof of which the several Underwriters to purchase Underwriter has been advised in writing, (C) grants by the Shares and to offer them to the public Company of employee stock options or other equity-based employee compensation pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time terms of closing a plan in effect on the Closing Date date of this Agreement, (D) transactions by persons other than the Company relating to Common Shares or other securities acquired in open market transactions after the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) completion of the gross proceeds offering contemplated by this Agreement, (E) the issuance by the Company in an underwritten offering of common shares or securities convertible into or exercisable or exchangeable for common shares to raise funds as a result of a large loss event impacting the Company’s reinsurance or insurance portfolio, where in the good faith judgment of management, such additional funds are necessary to maintain the Company’s existing ratings or ratings outlook or (F) the filing by the Company of a shelf registration statement with respect to Common Shares or securities convertible into or exercisable or exchangeable for Common Shares, provided that the Company shall not make such a filing during the period ending seven days after the date of this Agreement, and provided further, that the Company agrees that it will not, during the period ending 60 days after the date of this Agreement, file a registration statement pursuant to the Corporation from request of any shareholder under the Shares purchased on Shareholders Agreement dated December 12, 2001 without the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each prior written consent of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersUnderwriter.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 C$52.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 1,726,500 Additional Shares at the Purchase Price. The Bookrunners Scotia Capital, CIBC and RBC may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.004.0% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase from the Corporation Company 3,400,000 Shares at US$5.15 per Share $14.75 a share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters you the Additional Shares, and the Underwriters you shall have the right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 510,000 Additional Shares at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters you and the date on which such shares are to be purchased. Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and Shares. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for market stabilization purposes. On each dayCommon Stock or (ii) enter into any swap or other arrangement that transfers to another, if anyin whole or in part, that Additional Shares are any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be purchased settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase A) the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as sold hereunder or (B) the number issuance by the Company of Firm Shares set forth in Schedule I hereto opposite shares of Common Stock upon the name exercise of such Underwriter bears an option or warrant or the conversion of any securities, or the grant by the Company of options to the total number purchase shares of Firm Shares. In consideration of the agreement Common Stock under any equity compensation plan existing on the part of date hereof, as disclosed in the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date Registration Statement or the Option Closing DateProspectus, as applicable, a fee equal to 4.00% (exclusive in the ordinary course of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersbusiness consistent with past practice.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (Company the “Purchase Price”) all (but not less than all) principal amount of the Firm Shares in the respective amounts Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s nameat 97.5% of the principal amount thereof (the "Purchase Price") plus accrued interest thereon, if any, from February 7, 1997 to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an aggregate $45,000,000 principal amount of Additional Shares Securities from the Company at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares Securities. The Underwriters may exercise their right to purchase Additional Securities in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Securities to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On each dayThe date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase from the number Company the principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that Securities which bears the same proportion to the USA WASTE SERVICES, INC. UNDERWRITING AGREEMENT -- CONVERTIBLE SUBORDINATED NOTES - 2 - 3 total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date from the Company as the number principal amount of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number principal amount of Firm SharesSecurities. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public Except pursuant to the Prospectusesconcurrent offering of common stock of the Company, the Underwriters shall be entitled to receive from Company hereby agrees and the Corporation at Company shall, concurrently with the time execution of closing on the Closing Date or the Option Closing Datethis Agreement, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of deliver an agreement executed by each of the 4.00% fee directors and executive officers of the Company, pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock $.01 par value per share, of the Company (the "Common Stock") or any securities convertible into or exercisable or exchangeable for such Common Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Stock, except to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, (i) 250,000 shares of the shares of Common Stock owned by Donaxx X. Xxxxxxxxx, Xx. xxx 500,000 shares of the shares of Common Stock owned by John X. Xxxxxx, Xx. xxx Alexxxxxx Xxxxxx xxxl not be subject to the foregoing restriction and during such 90-day period (ii) the Company may grant stock options pursuant to the Company's existing director and employee benefit plans, (iii) the Company may issue shares of its Common Stock pursuant to existing contractual obligations or upon the exercise of an option or warrant or the conversion of a security outstanding on the Closing Date date hereof and (iv) the Company may issue shares of its Common Stock as consideration in the acquisition of businesses or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally assets by the BookrunnersCompany or its subsidiaries.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and ------------------------------- warranties contained in this Agreement, and subject to its the terms and conditionsconditions contained in this Agreement, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to issue and sell to the Underwriters the Additional SharesInitial Purchasers, and the Underwriters shall have the right to purchaseeach Initial Purchaser agrees, severally and not jointly jointly, to purchase from the Company, Notes in the respective principal amount set forth opposite the name of such Initial Purchaser in Schedule I hereto, plus such amount as they may individually become obligated to purchase pursuant to Section 8 hereof, at a purchase price per Security equal to the percentage of the principal amount thereof set forth in the table on the cover page of the Offering Memorandum under the heading "Proceeds to the Company" (nor jointly the "Purchase Price"). The portion of the Purchase Price so set forth in the Offering Memorandum will be paid into the Escrow Account. The Notes will be offered and severallysold to you without being registered under the Act in reliance on an exemption therefrom. The Company has prepared a preliminary offering memorandum dated November 20, 1996 (such preliminary offering memorandum is referred to herein as the "preliminary offering memorandum"), up and an offering memorandum dated November 21, 1996 (such offering memorandum, in the form first furnished to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date Initial Purchasers for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made use in connection with the offering of the Firm Shares and for market stabilization purposes. On each dayNotes, if any, that Additional Shares are is referred to be purchased (an “Option Closing Date”herein as the "Offering Memorandum"), each Underwriter agrees, severally setting forth information regarding the Company and not jointly the Notes. The Company hereby confirms that it has authorized the use of the preliminary offering memorandum and the Offering Memorandum in connection with the offering and resale of the Notes. Holders (nor jointly and severallyincluding subsequent transferees) of the Notes will have the registration rights set forth in the Registration Rights Agreement (the "Registration Rights Agreement"), to purchase be dated the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, in substantially the form of Exhibit B hereto, for so long as applicablesuch Notes constitute "Registrable Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Commission under the circumstances set forth therein (i) a registration statement under the Act (the "Exchange Offer Registration Statement"), registering an issue of senior notes identical in all material respects to the Notes (the "Exchange Notes"), to be offered in exchange for the Notes (the "Exchange Offer"), or (ii), under certain circumstances, a fee equal registration statement pursuant to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of Rule 415 under the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees Act (the “Work Fee”"Shelf Registration Statement" and collectively, with the Exchange Offer Registration Statement, the "Registration Statements"), such Work Fee to be split equally by the Bookrunners.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter statedCompany agrees to issue and sell 2,500,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (nor jointly iii) each Underwriter agrees, severally and severally)not jointly, to purchase from the Corporation each Seller at US$5.15 a price per Share share of $______ (the “"Purchase Price”) all (but not less than all) "), the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) which bears the respective amounts same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namebears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) each of the Corporation grants an option Selling Stockholders agrees severally and not jointly to issue and sell up to the Underwriters to acquire the number of Additional Shares set forth opposite such Selling Stockholder's name in accordance with this paragraph Schedule II hereto and agrees to sell to the Underwriters the Additional Shares, and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an aggregate of 472,500 Additional Shares from the Selling Stockholders at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Selling Stockholders within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for market stabilization purposespayment and delivery thereof. On The date specified in any such notice shall be DRAFT: June 6, 1997 a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. The maximum number of Additional Shares to be purchased from each day, if any, that such Selling Stockholder is set forth on Schedule II hereto. If less than the maximum number of Additional Shares are to be purchased (an “Option Closing Date”)hereunder, each Underwriter agreessuch Selling Stockholders, severally and not jointly (nor jointly and severally)jointly, agree to purchase sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on by the Underwriters as the maximum number of Additional Shares to be sold by each of such Option Closing Date Selling Stockholders bears to the total maximum number of Additional Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from such Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration The Sellers hereby agree, severally and not jointly, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by each of the agreement on the part directors and officers of the several Underwriters Company who is not a Selling Stockholder pursuant to purchase which each such person agrees, not to (a) directly or indirectly offer, pledge, sell, contract to sell, grant any option to purchase, sell any option or contract to purchase, grant any warrant for the Shares sale of or otherwise dispose of any common stock of the Company (including without limitation, shares of common stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and to offer them regulations of the Commission and shares of common stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into or exercisable or exchangeable for such common stock or (b) in any other manner (including by way of swap) transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the public Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Prospectuses, Company's existing stock option plan and (ii) the Underwriters shall be entitled to receive from Company may issue shares of its common stock upon the Corporation at exercise of an option or warrant or the time conversion of closing a security outstanding on the Closing Date or the Option Closing Datedate hereof. DRAFT: June 6, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunners.1997

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in Company the respective principal amounts of Firm Securities set forth in Schedule I hereto opposite such Underwriter’s nameits name at a purchase price of 100% of their principal amount (the "Purchase Price"), plus accrued interest, if any, from _____________, 2000, to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company hereby agrees to sell to the Underwriters the Additional Shares, Securities and the Underwriters shall have the a one-time right to purchase, from time to time during the 30 days after the date of this Agreement, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 an aggregate of $45,000,000 principal amount of Additional Shares Securities at the Purchase Price. The Bookrunners may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesSecurities. On each day, if any, that If any Additional Shares Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities. In consideration The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the agreement Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Securities to be sold hereunder and the Common Stock to be sold in the Common Stock Offering; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the part date hereof as described in the Prospectus or of which the several Underwriters have been advised in writing; (iii) the grant of any options or other rights to purchase the Shares and to offer them to the public or acquire any shares of Common Stock pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date 1998 Stock Plan or the Option Closing Date, as applicable, a fee equal 1999 Directors' Stock Plan; (iv) the issuance by the Company of shares of Common Stock pursuant to 4.00% the 1999 Employee Stock Purchase Plan; (exclusive v) the issuance of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) any shares of Common Stock or grant of other right to acquire shares of capital stock of the gross proceeds Company pursuant to equipment or lease financing activities entered into in the Corporation from ordinary course of the Shares purchased on Company's business; or (vi) the Closing Date issuance by the Company of Common Stock or securities convertible into or exchangeable for common stock in connection with mergers or the Option Closing Dateacquisition of securities, as applicable. The Bookrunners shall be entitled to receive from the Underwritersbusinesses, out of each of the 4.00% fee on the Closing Date property or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersother assets.

Agreements to Sell and Purchase. The Corporation Each Seller hereby agrees agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation such Seller at US$5.15 per Share $14.0238 a share (the “Purchase Price”"PURCHASE PRICE") all (but not less than all) the number of the Firm Shares in (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective amounts same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter’s nameUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option Company agrees to issue and sell to the Underwriters to acquire and certain of the Additional Shares in accordance with this paragraph and agrees Selling Shareholders severally agree to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 556,120 Additional Shares Shares, of which 276,548 shares are to be issued and sold by the Company and 279,572 shares are to be sold by such Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder's name in Schedule I hereto, at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the Closing Datedate of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three one business days day after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated xx xxhxxx xx the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock ("COMMON STOCK RIGHTS") or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder (including the issuance of shares of Common Stock upon exercise by any Selling Shareholder of any Common Stock Rights to acquire the Shares to be sold hereunder), (B) up to $57,500,000 aggregate principal amount of the Company's 3% Convertible Notes due 2025, (C) the issuance by the Company of shares of Common Stock (i) upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (ii) upon conversion of the Company's 3% Convertible Notes due 2025 or (D) the issuance by the Company of shares of Common Stock or Common Stock Rights (i) pursuant to the Company's stock option and equity compensation plans outstanding on the date of this Agreement (including but not limited to the Company's 2005 Stock Equity Incentive Plan), (ii) in connection with any acquisition, partner agreement or strategic agreement, provided that, in each case, each recipient agrees in writing with the Company to be bound to the restrictions set forth in the next succeeding paragraph (and the Company hereby agrees to provide a copy of the agreement on containing such restrictions to Morgan Stanley & Co. Incorporated xxx xox xx xxive, amend or terminate such restrictions without the part prior written consent of Morgan Stanley & Co. Incorporated) xx (ixx) xxxn the several Underwriters to purchase the Shares and to offer them to the public exercise or conversion of any Common Stock Rights issued pursuant to the Prospectusesforegoing. Each Selling Shareholders hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated xx xxhxxx xx the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Common Stock Rights or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the shares to be sold hereunder (including the exercise of any Common Stock Rights to acquire the Shares to be sold hereunder); (B) the exercise of any stock option, warrant or other right to acquire shares of Common Stock, the Underwriters shall be entitled conversion of a security convertible into Common Stock, or any disposition of shares of Common Stock (i) in lieu of payment of the exercise or conversion price thereof or (ii) to receive from the Corporation at Company to satisfy any withholding tax obligation in connection with such exercise or conversion; (C) transfers to any member of the time immediate family of closing on such Selling Shareholder, to any trust for the Closing Date direct or indirect benefit of such Selling Shareholder or as bona fide gifts, provided that, in each case, each transferee and the Option Closing Datetrustee of any such trust, as applicable, agrees to be bound in writing to the restrictions set forth in the preceding paragraph; (D) in the case of Selling Shareholders who are individuals, the transfer of any shares as a fee equal result of testate or intestate succession, or in the event that such Selling Shareholder becomes permanently disabled, provided that, in each case, each transferee agrees to 4.00% be bound in writing to the restrictions set forth in the preceding paragraph; or (exclusive E) transactions relating to shares of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) Common Stock or other securities acquired in open market transactions after the completion of the gross proceeds to offering of the Corporation from Shares. In addition, each Selling Shareholder hereby agrees that, without the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from prior written consent of Morgan Stanley & Co. Incorporated xx xxhxxx xx the Underwriters, out of each it will not, during the period ending 90 days after the date of the 4.00% fee on Prospectus, make any demand for, or exercise any right with respect to, the Closing Date registration of any shares of Common Stock or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersany security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Corporation public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the several Underwriters, and each Underwriterand, upon the basis of the representations representations, warranties and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) agreements of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, severally and not jointly (nor jointly and severally), purchase from the Company up to 5,827,500 240,000 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date price per Share for the Firm Shares nor later than ten business days after the date of such noticeShares. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments over-allotments, if any, made in connection with the offering of the Firm Shares and for market stabilization purposesShares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. In consideration The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersProspectus.

Agreements to Sell and Purchase. The Corporation On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (Partnership the “Purchase Price”) all (but not less than all) number of the Firm Shares in the respective amounts Units set forth in Schedule I hereto opposite such Underwriter’s its name. The price of the Firm Units (other than the Affiliate Units) purchased by the Underwriters shall be $21.69 per unit (the “Purchase Price”), and the price of the Affiliate Units shall be $22.50 per unit, which is the price to the public in the offering contemplated hereby. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, up to 5,827,500 1,650,000 Additional Shares Units at the Purchase Price. The Bookrunners You may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 30 days after the Closing Datedate of this Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the NYSE is open for trading). Any exercise notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares units are to be purchased. Each For any exercise notice given after the Closing Date (as hereinafter defined), each purchase date must be at least three two business days after the written notice is given and may not be earlier than the Closing Date closing date for the Firm Shares Units nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares Units are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares units as you may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersUnits.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in Company the respective amounts numbers of Securities set forth in Schedule I hereto opposite such Underwriter’s name. On its name at $24.25 per Security (the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the “Purchase Price”). The Bookrunners may exercise this right Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after Underwriters, it will not, during the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such noticetransaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. Additional Shares The foregoing sentence shall not apply to (a) the Securities to be sold hereunder, (b) the shares of Issuable Common Stock underlying the Securities, (c) the sale of up to an aggregate of 39,722,222 shares of Common Stock by Xxxxxx Xxxxxxx and X.X. Xxxxxx Securities, Inc. (“JPMorgan”) in a concurrent offering pursuant to an Underwriting Agreement dated November 16, 2005 among the Company and Xxxxxx Xxxxxxx and JPMorgan, as representatives of the several underwriters named in Schedule I-A thereto, and the sale of shares of Common Stock by the Company pursuant to letter agreements between the Company and affiliates of Xxxxxx Xxxxxxx and JPMorgan, (d) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (e) the issuance or grant of options or other rights to purchase shares of Common Stock pursuant to the terms of an employee stock option plan or employee stock purchase plan in existence as of the date hereof, each as may be purchased amended from time to time in accordance with the terms thereof, and (f) the issuances of up to an aggregate of 4,000,000 shares of Common Stock as all or part of the consideration for an acquisition or acquisitions, provided in Section 5 hereof solely for the purpose of covering over allotments made that each seller in connection with such acquisition agrees to sign and deliver a lock up letter substantially in the offering form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the Firm Shares and for market stabilization purposes. On each day90-day restricted period referred to in this Section 2, if any, that Additional Shares are to be purchased (the Company issues an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion earnings release or material news or a material event relating to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears Company occurs, or (2) prior to the total number of Firm Shares. In consideration expiration of the agreement 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the part last day of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses90-day period, the Underwriters restrictions imposed by this Section 2 shall be entitled continue to receive from apply until the Corporation at expiration of the time of closing 18-day period beginning on the Closing Date issuance of the earnings release or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) occurrence of the gross proceeds to the Corporation from the Shares purchased on the Closing Date material news or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersmaterial event.

Agreements to Sell and Purchase. The Corporation Issuer hereby agrees to sell to the several UnderwritersInitial Purchasers, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation at US$5.15 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in Issuer the respective amounts principal amount of Securities set forth in Schedule I hereto opposite such Underwriter’s name. On the basis its name at a purchase price of 99.001% of the representations principal amount thereof (the "Purchase Price") plus accrued interest, if any, from September 22, 2005 to the Closing Date. The parties agree that, as consideration for the services of the Initial Purchasers and warranties contained the Sub-Purchasers in this Agreement, and subject to its terms and conditionsconnection with the sale of Securities, the Corporation grants an option difference between the price at which the Securities are being offered to the Underwriters to acquire public, being 99.751% of the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Sharesprincipal amount thereof, and the Underwriters Purchase Price shall have constitute payment of an underwriting fee from the right Issuer to purchasethe Initial Purchasers (and for greater certainty no separate payment of an underwriting fee is required). The Issuer and the Guarantors understand that a portion of the Securities may be offered and sold in the Qualifying Provinces by the Sub-Purchasers pursuant to the Final Memorandum. The Sub-Purchasers, subject to the terms and conditions set forth herein, severally and not jointly (nor jointly jointly, agree and severally)covenant with the Issuer to use reasonable efforts to sell the Securities in the Qualifying Provinces. Securities sold by JPMorgan Canada will be purchased by JPMorgan Canada from X.X. Xxxxxx Securities Inc., up to 5,827,500 Additional Shares Securities sold by MS Canada will be purchased by MS Canada from Xxxxxx Xxxxxxx & Co. Incorporated, and Securities sold by DB Canada will be purchased by DB Canada from Deutsche Bank Securities Inc., in each case, at the Purchase PriceClosing Date at a price equal to the price set forth in Schedule I to this Agreement or such purchase price less an amount to be mutually agreed upon by the Sub-Purchaser and its Initial Purchaser affiliate, which amount shall not be greater than the fees per Security paid to the Initial Purchasers. The Bookrunners may exercise this right Issuer and each of the Guarantors hereby agree that, without the prior written consent of Representatives on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after Initial Purchasers, they will not, during the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business period ending 60 days after the date of the Final Memorandum, offer, sell, contract to sell or otherwise dispose of any debt of the Issuer or the Guarantors, or warrants to purchase debt or securities convertible or exchangeable into debt, of the Issuer or the Guarantors substantially similar to the Securities, which for greater certainty does not include commercial paper (other than the sale of the Securities under this Agreement and under a concurrent sale of United States dollar denomination notes by the Issuer on or about the date hereof as contemplated by the Final Memorandum). The Issuer and each of the Guarantors acknowledge and agree that the Initial Purchasers and Sub-Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Issuer and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other person. Additionally, no Initial Purchaser or Sub-Purchaser is advising the Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantors shall consult with their own advisors concerning such noticematters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers and Sub-Purchasers shall have no responsibility or liability to the Issuer or any Guarantor with respect thereto. Additional Shares may Any review by the Initial Purchasers or Sub-Purchasers of the Issuer, any Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be purchased as provided in Section 5 hereof performed solely for the purpose of covering over allotments made in connection with the offering benefit of the Firm Shares and for market stabilization purposes. On each dayInitial Purchasers or Sub-Purchasers, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration case may be, and shall not be on behalf of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date Issuer or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the Bookrunnersany Guarantor.

Agreements to Sell and Purchase. The Corporation Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriter, and each Underwriterof Barclays Capital Inc. and Citigroup Global Markets Inc., upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation such Selling Stockholder at US$5.15 per Share $31.98 a share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 5,827,500 Additional Shares at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares and for market stabilization purposes. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Underwriter may determine) that bears the same proportion to the total number of Additional Shares to be purchased on sold by such Option Closing Date Selling Stockholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter each of Barclays Capital Inc. and Citigroup Global Markets Inc. bears to the total number of Firm Shares. In consideration The Company hereby agrees that, without the prior written consent of the agreement Underwriter, it will not, during the period ending 45 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the part date hereof and disclosed in the Time of Sale Prospectus or of which the several Underwriters Underwriter has been advised in writing, (c) the issuance by the Company of shares or options to purchase the Shares and to offer them to the public shares of Common Stock pursuant to the ProspectusesCompany’s equity plans disclosed in the Prospectus, (d) the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally filing by the BookrunnersCompany of any Registration Statement on Form S-8 or a successor form thereto or (e) the issuance by the Company of up to 809,832 shares of Common Stock in connection with any acquisition, collaboration or other strategic transaction involving the Company or any of its subsidiaries, provided that the recipients thereof execute a lock-up agreement substantially in the form of Exhibit A hereto.

Agreements to Sell and Purchase. The Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions hereinafter statedhereof, (i) the Trust agrees to issue and sell to the Underwriters, at a price of $10.00 per Security (the "Purchase Price"), 1,500,000 Firm Securities; and (ii) each Underwriter agrees, severally and not jointly (nor jointly and severally)jointly, to purchase from the Corporation Trust, at US$5.15 per Share (the “Purchase Price”) all (but not less than all) , the aggregate number of the Firm Shares in the respective amounts Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter’s namehereto. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Securities (together with the proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Subordinated Debentures, the Company hereby agrees to pay at the Closing Date (as herein defined) to the Underwriters a commission per Security equal to $0.375 per Security, or $562,500 in the aggregate ($646,875 if the over-allotment with respect to the Additional Securities is exercised in full). On the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions hereof, (i) the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Trust agrees to sell to the Underwriters Underwriters, at the Purchase Price, up to 225,000 Additional Shares, Securities; and (ii) the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally)jointly, from time to time, up to 5,827,500 an aggregate of 225,000 Additional Shares Securities at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares and for market stabilization purposesSecurities. On each day, if any, that If any Additional Shares Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly (nor jointly and severally)jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Securities that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. In consideration of the agreement on the part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on the Closing Date or the Option Closing Date, as applicable, an aggregate work fee equal to 5.00% of the aggregate of such fees (the “Work Fee”), such Work Fee to be split equally by the BookrunnersSecurities.

Agreements to Sell and Purchase. The Corporation Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly (nor jointly and severally), agrees to purchase from the Corporation Company the Firm Shares at US$5.15 $98.25 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and Company agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly (nor jointly and severally), purchase up to 5,827,500 900,000 Additional Shares at the Purchase Price. The Bookrunners may If the Underwriter elects to exercise this right on behalf of such option, you shall so notify the Underwriters Company in whole or in part or from time to time by giving written notice writing not later than 30 days after the Closing Date. Any exercise date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase Such date must may be at least three business days after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over over-allotments made in connection with the offering of the Firm Shares. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares or Common Shares, whether any such transaction described in clause (i) and for market stabilization purposes. On each day, if any, that Additional Shares are (ii) above is to be purchased settled by issue or delivery of the Shares or Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase A) the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as sold hereunder, (B) the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In consideration issuance of the agreement on the part of the several Underwriters to purchase the Common Shares and to offer them to the public (1) pursuant to the Prospectusesterms of the Shares, (2) upon the Underwriters shall be entitled to receive from the Corporation at the time exercise of closing an option or warrant outstanding on the Closing Date date hereof, (3) upon the conversion of a security outstanding on the date hereof and (4) upon the vesting and settlement of restricted stock units outstanding on the date hereof, (C) issuances of stock options, restricted stock or other awards granted pursuant to the Company’s equity incentive plan, non-employee directors’ equity incentive plan or non-employee directors’ deferred compensation plan; provided that such awards do not have a vesting date that is within such 90-day period, (D) issuances by the Company of Shares or Common Shares in connection with the merger or amalgamation with, or acquisition of another corporation or entity or the Option Closing Date, as applicable, a fee equal to 4.00% (exclusive of federal goods and services tax, harmonized sales tax and provincial sales tax, if applicable) acquisition of the gross proceeds assets or properties of any such corporation or entity and the related entry into a merger, amalgamation or acquisition agreement with respect to the Corporation from the Shares purchased on the Closing Date such merger, amalgamation or the Option Closing Dateacquisition, so long as applicable. The Bookrunners shall be entitled to receive from the Underwriters, out of each of the 4.00% fee on recipients of such Shares or Common Shares agrees in writing prior to the Closing Date or consummation of any such transaction, pursuant to an instrument in form and substance reasonably satisfactory to the Option Closing DateUnderwriter, to be bound by the provisions of this paragraph for the remainder of such 90-day period as applicableif such recipients were the Company, an aggregate work fee equal and the public announcements and related filings of registration statements with respect to 5.00% any such issuances; provided that if the Company is unable to obtain signed, written lock-up agreements from the recipients of the aggregate Shares or Common Shares in connection with a merger, amalgamation or acquisition as described in clause (D) of this paragraph, then only the entry into the merger, amalgamation or acquisition agreement, the public announcement of such fees transaction and the related filing of a registration statement shall be permitted and not the related issuance of the Shares or Common Shares or (E) the “Work Fee”)filing of a registration statement or prospectus for, such Work Fee and the facilitation of the resale of, Common Shares of certain shareholders of the Company pursuant to be split equally by rights granted to shareholders under a registration rights agreement as described in the BookrunnersRegistration Statement.