Common use of PURCHASE, SALE AND DELIVERY OF FIRM SHARES Clause in Contracts

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm Shares, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 a.m., St. Louis time, on ____________, 2000, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $_______ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from Xxxxxxxx any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashiers' check in federal (same day available) funds payable to the order of the CompanyCompany and the Selling Shareholders, respectively, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ________________, 20001997, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours three full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 3,500,000 of the Firm Shares to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, pro rata, Company at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company for the Firm Shares purchased from the Company, and the documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 6 of this Agreement shall be delivered to Xxx Xxxxx Xxxxxxxxx the office of Xxxxxx, Xx. XxxxxXxxx & Xxxxxxxx LLP, Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York time, on ____________August , 20002001, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from the Selling Shareholder, pro rata, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company and the Selling Shareholder any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholder will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree uponupon (the "Place of Closing"), for the accounts of the several Underwriters against payment to the Company and the Selling Shareholder of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to a bank account designated by the order Company and the Selling Shareholder for their respective portion of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing")purchase price, at 9:00 10:00 a.m., St. Louis time, on ____________ ___, 20001999, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("“Xxxxxxx' ’ Office"”), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the CompanyCompany and the Selling Shareholders, as their respective interests may appear, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "“Place of Closing"”), at 9:00 10:00 a.m., St. Louis New York time, on ____________, 20002005, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' ’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Shares and the Option Shares, if any, which it has agreed to purchase. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined. The Company and the Selling Shareholders acknowledge and agree that the Underwriters have acted, and are acting, solely in the capacity of an arm’s-length contractual counterparty to the Company and the Selling Shareholders with respect to the offering of the Shares 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 Company or any other person. Additionally, none of the Underwriters has advised, or is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Underwriters and has not been and shall not be on behalf of the Company or any other person. It is understood that the offering price was arrived at through arm’s-length negotiations between the Underwriters and the Company and that such price was not set or otherwise determined as a result of expert advice rendered to the Company by any of the Underwriters. The Company and the Selling Shareholders acknowledge and agree that the Underwriters are acting as independent contractors, and any duties of the Underwriters arising out of this Agreement and the transactions completed hereby shall be contractual in nature and expressly set forth herein. Notwithstanding anything in this Underwriting Agreement to the contrary, the Company and the Selling Shareholders acknowledge that the Underwriters may have financial interests in the success of the offering contemplated hereby that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Shares and the Underwriters have no obligation to disclose, or account to the Company or the Selling Shareholders for, any of such additional financial interests. The Company and the Selling Shareholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company or the Selling Shareholders may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm Shares, and each such Underwriter agrees, severally and not jointly, (i) to purchase from the Company, pro rata, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite its name in Schedule I hereto and (ii) to purchase from the name Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as you may request upon at least forty-eight hours' prior notice to the Company shall be delivered by or on behalf of the Company to you, through the facilities of the Depository Trust Company ("DTC"), for the account of such 2 Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Clearinghouse (next-day) funds to the account specified by the Company to you at least forty-eight hours in Schedule II heretoadvance. The Company will deliver definitive cause the certificates (representing the Shares to be made available for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable checking and packaging at least twenty-four hours prior to the RepresentativesTime of Delivery (as defined below) for the Firm Shares with respect thereto at the office of X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 DTC or its designated custodian (the "Xxxxxxx' Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., Phoenix, Arizona time, on , 1999 or such other place time and date as you and the Company may mutually agree uponupon in writing, for the accounts of the Underwriters against payment and, with respect to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of funds payable to the order of the CompanyOptional Shares, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 9:30 a.m., St. Louis Phoenix, Arizona time, on ____________, 2000the ate specified by you in the written notice given by you of the Underwriters' election to purchase such Optional shares, or at such other time and date not later than five full business days thereafter as you and the Company may agree, agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," such time and date for delivery of payment and delivery being the Optional Shares, if not the First Time of Delivery, is herein called the "Closing DateSecond Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The certificates for the Firm Shares so documents to be delivered will be made available to you for inspection at Xxxxxxx' Office (each Time of Delivery by or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior parties hereto pursuant to Section 6 hereof, including the cross receipt for the Shares will be delivered at the offices of Bryax Xxxx XXX, Two Nortx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (xxe "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., Phoenix, Arizona time, on the Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the Closing Date preceding sentence will be available for Shares review by the parties hereto. For the purposes of this Section 2, "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter definedclose.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, forth,(a) the Company hereby agrees to issue and sell to the Underwriters under the terms hereof the Firm SharesShares and (b) each Underwriter, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, pro rata, at a purchase price of $_______ per shareshare (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares Shares, at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the respective accounts of the several Underwriters against payment to the Company of the purchase price Purchase Price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashiers' check payable in clearing house (next day available) funds payable to the order of the Company, Company and delivered to the offices of Gardere & Xxxxx, L.L.P., 0000 Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxxxx 0000, Xxxxxxxx Xxxxxx, Xxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis Dallas, Texas time, on ____________the third or fourth business day, 2000unless otherwise permitted by the Securities and Exchange Commission (the "Commission") pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, or at such other time and date not later than five full business days thereafter as you and amended (the Company may agree"Exchange Act"), such time and following the date of payment and delivery being herein called the public offering of the Shares (the "Closing Date." "). The Closing Date and the Place of Closing may be varied by agreement between you and the Company. The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be registered in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Corporation agrees to sell 1,800,000 Firm Shares to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter of the Underwriters agrees, severally and not jointly, (a) to purchase from the Company, pro rataCorporation, at a purchase price of $___ 24.0625 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI attached hereto and (b) to purchase from the Corporation any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for Delivery of the Firm Shares will be in book-entry form through the facilities of The Depository Trust Company, New York, New York (“DTC”). Delivery of the documents required by Section 6 hereof with respect to the Shares shall be made available at or prior to 9:00 a.m., New York City time, on August 11, 2006 at the office of X.X. Xxxxxxx & SonsXxxxx Xxxx XXX, Inc.000 Xxxxx Xxxxxxxx, Xxx Xxxxx Xxxxxxxxx XxxxxxOne Metropolitan Square, Xx. XxxxxSt. Louis, Xxxxxxxx 00000 ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000Missouri, or at such other place as may be agreed upon between you and the Company Corporation (the "“Place of Closing"”), at 9:00 a.m., St. Louis time, on ____________, 2000, or at such other time and date not later than five full business days thereafter as you and the Company Corporation may agree, such time and date of payment and delivery being herein called the "Closing “Initial Delivery Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The certificates for Corporation will deliver the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Corporation. The Corporation will be in such names and denominations as you may request at least forty-eight hours prior cause its transfer agent to deposit the Firm Shares pursuant to the Closing DateFull Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Delivery Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement Prospectus hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx Xxxxx Xxxxxxxxx 77 Wxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashiers' check in clearing house (next day available) funds payable to the order of the CompanyCompany and the Selling Shareholders, respectively, and delivered to Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on _____________, 20001997, or at such other time and date not later than five full business days 17 HALE XXX DORR DRAFT 5/3/97 thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from the Selling Shareholder, pro rata, at a purchase price of $_______ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholder will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholder of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of in same day funds payable to the order of the CompanyCompany and the Selling Shareholder, respectively, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________, 20001998, or at such other time and date not later than five (5) full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx[77 WATER STREET, Xx. XxxxxNEW YORK, Xxxxxxxx 00000 NEW YORK ZIP CODE] ("XxxxxxxEdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashiers' check in clearing house (immediately available) funds payable to the order of the Company, Company and delivered to Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________, 20001998, or at such other time and date not later than five [FIVE (5)] full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined. The Company hereby confirms its engagement of A.G. Xxxxxxx & Xons, Inc. as, and A.G. Xxxxxxx & Xons, Inc., hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter," within the meaning of Rule 2720 of the National Association of Securities Dealers, Inc. Conduct Rules ("Conduct Rule 2720") with respect to the offering and sale of the Shares. A.G. Xxxxxxx & Xons, Inc., solely in its capacity as the 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 $_____ on the Closing Date. The price at which the Shares will be sold to the public will not be higher than the maximum price recommended by the QIU.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, pro rata, Company at a purchase price of $___ per share, (a) the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of the Firm Shares and any Option Shares to the Representatives in the manner set forth below. Unless you elect to take delivery of the Firm Shares by full FAST transfer to the accounts at The Depository Trust Company designated by you, the Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, Company and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York time, on ____________, 20002002, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The Any certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Firm Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Stockholders, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company and the Option Selling Stockholders any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Stockholders will deliver deliver, at the sole discretion of the Underwriters, an electronic deposit of shares through the Depository Trust Company or definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx A.G. Edwards & Sons, Inc., Xxx Xxxxx Xxxxxxxxx XxxxxxOne North Jefferson Avenue, Xx. XxxxxSt. Louis, Xxxxxxxx 00000 ("Xxxxxxx' Office")Missxxxx 00000, or such other place as you and the Company may mutually agree uponpxxxx xx xxx xxx xxx Xxxxxxx xxx xxxxxxxx xxxxx xxxx, for the accounts of the Underwriters against payment to the Company and the Selling Stockholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the CompanyCompany and the Selling Stockholders, as their respective interests may appear, and delivered to Xxx Xxxxx Xxxxxxxxx XxxxxxPillsbury Winthrop LLP, Xx. Xxxxx2475 Hanover Street, Xxxxxxxx 00000Palo Alto, or at such other place as may be agreed upon California 94304-1114 ("Pillsbury's Ofxxxx"), xx xx xxxx xxxxx xxxxx xx xxx xx xxxxxx xxxx between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York time, on ____________, 20002004, or at such other time and date not later than five three full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The If the Underwriters elect to receive certificates rather than an electronic deposit of shares, the certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Pillsbury's Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, pursuant to each Pricing Agreement the Company agrees will agree to sell to the Underwriters under the terms hereof the Firm SharesUnderwriter, and each such the Underwriter agrees, severally and not jointly, will agree (a) to purchase from the Company, pro rata, Company at a the purchase price of $___ per shareshare set forth in the Pricing Agreement, the number of Firm Shares set forth opposite in the name applicable Pricing Agreement and (b) to purchase from the Company any additional number of such Option Shares which the Underwriter in Schedule II heretomay become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts account of the Underwriters Underwriter against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the CompanyCompany as specified in such Pricing Agreement, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, at 9:00 a.m. St. Louis time on the date specified in such Pricing Agreement or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 a.m., St. Louis time, on ____________, 2000, or at such other time and date not later than five full business days thereafter as you the Underwriter and the Company may agreeagree upon in writing, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx Xxxxx Xxxxxxxxx 77 Wxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for fo the Firm Shares sold by them it to the several Underwriters by wire transfer of or certified or bank cashiers' check in clearing house funds payable to the order of the Company, and delivered to Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________, 2000the third full business day following the date of this Agreement, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement (as hereinafter defined).

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of in clearing house (same day available) funds payable to the order of the Company. Such payment and delivery of funds shall occur at the office of Xxxxxx Xxxxxx & Xxxxxxx, and delivered to Xxx Xxxxx Xxxxxxxxx 00 Xxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 11:00 a.m., St. Louis New York time, on __________December __, 20001996, or at such other time and date not later than five three full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' " Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds payment shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, Company at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.X. Xxxxxxx & Sons, Inc., Xxx 50 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 ("Xxxxxxx' “Exxxxxx’ Office"”), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, and delivered to Xxx Oxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "“Place of Closing"”), at 9:00 10:00 a.m., St. Louis New York time, on ____________, 20002006, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Exxxxxx’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined. The Company acknowledges and agrees that the Underwriters have acted, and are acting, solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of the Shares 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 Company or any other person. Additionally, none of the Underwriters has advised, or is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Underwriters and has not been and shall not be on behalf of the Company or any other person. It is understood that the offering price was arrived at through arm’s-length negotiations between the Underwriters. The Company acknowledges and agrees that the Underwriters are acting as independent contractors, and any duties of the Underwriters arising out of this Agreement and the transactions completed hereby shall be contractual in nature and expressly set forth herein. Notwithstanding anything in this Underwriting Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Shares and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof One Million (1,000,000) shares of its common stock and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm SharesShares set forth opposite the name of such Selling Shareholder on Schedule I hereto, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ 46.50 per share, the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule II heretohereto and (b) to purchase from the Option Shareholders any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the CompanyCompany and the Selling Shareholders, as their respective interests may appear, and delivered to Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 a.m., St. Louis time, on ____________May 14, 20001999, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("“Xxxxxxx' ’ Office"”), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York time, on ____________June , 20002004, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' ’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver deliver, or cause to be delivered on its behalf, definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of to X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("“Xxxxxxx' ’ Office"”), or such other place as you and the Company may mutually agree upon, or at the direction of the Representatives, to X.X. Xxxxxxx & Sons, Inc. through the facilities of the Depository Trust Company, for the accounts account of the Underwriters X.X. Xxxxxxx & Sons, Inc., in each case against payment to the Company of the purchase price for the Firm Shares sold by them the Company to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxas their respective _________________________ [1] To be the date of the pricing of the Shares. Xxxxx, Xxxxxxxx 00000, or at such other place as interests may be agreed upon between you and the Company (the "Place of Closing")appear, at 9:00 10:00 a.m., St. Louis New York time, on ____________, 20002006, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "“Closing Date." The ” If requested by the Representatives, the certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' ’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined. The Company acknowledges and agrees that the Underwriters have acted, and are acting, solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of the Shares 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 Company or any other person. Additionally, none of the Underwriters has advised, or is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Underwriters and has not been and shall not be on behalf of the Company or any other person. It is understood that the offering price was arrived at through arm’s-length negotiations between the Underwriters and the Company and that such price was not set or otherwise determined as a result of expert advice rendered to the Company by any of the Underwriters. The Company acknowledges and agrees that the Underwriters are acting as independent contractors, and any duties of the Underwriters arising out of this Agreement and the transactions completed hereby shall be contractual in nature and expressly set forth herein. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Shares and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, Company at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx Xxxxx Xxxxxxxxx 77 Wxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of same-day funds payable to the order of the Company, Company and delivered to Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx at such other place 2 as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on _____________, 20001997, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the CompanyCompany and the Selling Shareholders, as their respective interests may appear, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________, 20002001, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx Xxxxx Xxxxxxxxx 77 Wxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of or certified or bank cashiers' check in clearing house funds payable to the order of the Company, and delivered to Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________, 2000the third full business day following the date of this Agreement, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement (as hereinafter defined).

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Selling Shareholders any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx A.G. Edwards & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx77 Water Street, Xx. XxxxxNew York, Xxxxxxxx 00000 New York ("XxxxxxxEdwarxx' OfficeXxxxxx"), or such other place as you and the Company may mutually agree xxxxx xx xxx xxx xxx Xxxxxxx xxx xutuxxxx xxree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of in immediately available funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and bank accounts designated by the Company and Selling Shareholders, respectively. The closing shall take place at Mayor, Day, Caldwell & Keeton, L.L.P., 700 Louisiana, 19th Floor, Houston, Texas 70000, xx at xxxx other placx xx xxx xx xxxxxx xxxx xxxxxxx xxx xxx xxx Xxxpany (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis Houston time, on ____________the third (fourth, 2000if pricing occurs after 3:30 p.m. Houston time) full business day following the date of this Agreement, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwards' Office (or such other place as you and the Company may mutually agree mutualxx xxxxe upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ 24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("“Xxxxxxx' ’ Office"”), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York, New York time, on ____________January 20, 20002004, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' ’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof One Million (1,000,000) shares of its common stock and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm SharesShares set forth opposite the name of such Selling Shareholder on Schedule I hereto, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule II heretohereto and (b) to purchase from the Option Shareholders any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the CompanyCompany and the Selling Shareholders, as their respective interests may appear, and delivered to Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________, 20001999, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Unless the Representatives elect to take delivery of the Shares by credit through full FAST transfer to the accounts at The Depository Trust Company designated by the Representatives, the Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("“Xxxxxxx' ’ Office"”), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York, New York time, on ____________June , 20002005, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' ’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters under the terms hereof the Firm Shares, and each such Underwriter agrees, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, pro ratathe number of Shares set forth opposite that Underwriter's name in SCHEDULE A hereto, at a purchase price of $___ 23.0375 per share, share (the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto"Purchase Price"). The Shares to be purchased by the Underwriters will be delivered by the Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & SonsEVEREN Securities, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Inc. at 77 Wxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 ("Xxxxxxx' Office")Chicago, Illinois 60601, or at such other place as you agreed to by the Underwriters and the Company may mutually agree uponCompany, for in accordance with the accounts terms of this Underwriting Agreement and against payment of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters Purchase Price therefor by wire transfer of same day funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or Company in the amount of $2,879,687.50 at such other place as may be agreed upon between you and the bank account designated in writing by the Company (at least one business day prior to the "Place of Closing")Closing Date, at 9:00 10:00 a.m., St. Louis New York time, on ____________September 23, 20001998 (or if the NYSE or American Stock Exchange or commercial banks in the City of New York are not open on such day, the next day on which such exchanges and banks are open), or at such other time and date not later than five eight full business days thereafter as you the Underwriters and the Company may mutually agree, such time and date of payment and delivery being herein called referred to as the "Closing Date." The certificates for If requested by the Firm Underwriters, the Shares so will be prepared in definitive form and in such authorized denominations and registered in such names as the Underwriters may request upon at least two business days' prior notice to be delivered the Company and will be made available to you for inspection checking and packaging at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) office of EVEREN Securities, Inc. at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, pro rata, Company at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoSCHEDULE I hereto and any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("XxxxxxxXXXXXXX' OfficeOFFICE"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, Company and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of ClosingPLACE OF CLOSING"), at 9:00 10:00 a.m., St. Louis New York time, on ____________, 20001999, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing DateCLOSING DATE." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ 13.5897 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at in book-entry form through the office facilities of X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Xxxxxxx' Office"), or such other place as you and the The Depository Trust Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York, New York time, on ____________February 22, 20002005, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Daterequest. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement Prospectus Supplement (as hereinafter defined).

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ 5.58 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company and the Principal Selling Shareholder any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashiers' check in clearing house (same day available) funds payable to the order of the CompanyCompany and the Selling Shareholders, respectively, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________July 11, 20001997, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours three full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, pursuant to each Pricing Agreement the Company agrees will agree to sell to each of the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agreesof the Underwriters, severally and not jointly, will agree (a) to purchase from the Company, pro rata, Company at a the purchase price of $___ per shareshare set forth in the Pricing Agreement, the number of Firm Shares set forth opposite the name of such the Underwriter in Schedule II heretoa schedule to the applicable Pricing Agreement and (b) to purchase from the Company any additional number of Option Shares which the Underwriters may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx A.G. Edwards & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx77 Water Street, Xx. XxxxxNew York, Xxxxxxxx 00000 New York ("XxxxxxxEdwxxxx' OfficeXxxxxx"), or such other place as you and the Company may mutually othxx xxxxx xx xxx xxx xxx Xxxxxxx xxx muxxxxxx agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of immediately available funds payable to the order of the CompanyCompany as specified in such Pricing Agreement, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, at 9:00 a.m. St. Louis time on the date specified in such Pricing Agreement or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 a.m., St. Louis time, on ____________, 2000, or at such other time and date not later than five full business days thereafter as you the Underwriters and the Company may agreeagree upon in writing, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwards' Office (or such other place as you and the Company may mutually agree mutuxxxx xxree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) or a global certificate for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by same day wire transfer of or certified or bank cashiers' check in clearing house funds payable to the order of the Company, and delivered to Xxx Xxxxx 000 Xxxxxxxxx Xxxxxx, Xx. 00xx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis Atlanta time, on ____________, 2000the third full business day following the date of this Underwriting Agreement, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an UnderwriterIf the Representatives so elect, individually, may (but shall not be obligated to) make payment on behalf delivery of the other Underwriters whose funds shall not have been received prior Firm Shares may be made by credit through full fast transfer to the Closing Date for Shares to be purchased accounts at the Depository Trust Company designated by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter definedRepresentatives.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx Xxxxx Xxxxxxxxx 77 Wxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashier's check in clearing house (next day available) funds payable to the order of the CompanyCompany and the Selling Shareholders, respectively, and delivered to Xxx Xxxxx Xxxxxxxxx the offices of Ropes & Gray, One Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xx. Xxxxx, Xxxxxxxx XX 00000, or xx at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis Boston time, on ____________, 20001995, or at such other time and date not later than five three full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours three full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashiers' check in clearing house (next day available) funds payable to the order of the CompanyCompany and the Selling Shareholders, respectively, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on _____________, 20001998, or at such other time and date not later than five (5) full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the ------------------------------------------ representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company Fund agrees to sell to the Underwriters under the terms hereof the Firm Shares, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, pro ratapurchase, at a purchase price of $___ 25.00 per share, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule II heretoI hereof, subject to adjustments in accordance with Section 9 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) Payment for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Xxxxxxx' Office"), to be sold hereunder is to be made in New York Clearing House funds by certified or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of funds payable banks cashier's checks drawn to the order of the CompanyFund against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of Sterne, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Agee & Xxxxx, Xxxxxxxx 00000Inc., or at such other place as may be agreed upon between you and the Company (the "Place of Closing")000 Xxxx Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx, at 9:00 10:00 a.m., St. Louis Atlanta time, on ____________, 2000, the third business day after the date of this Agreement or at such other time and date not later than five full three business days thereafter as you and the Company may agreeFund shall agree upon, such time and date of payment and delivery being herein called referred to as the "Closing Date." The certificates for the Firm Shares so to will be delivered will be made available to you for inspection at Xxxxxxx' Office (or in such other place denominations and in such registrations as you and the Company may mutually agree upon) at least one Representative request in writing not later than the third full business day prior to the Closing Date Date, and will be in such names and denominations as you may request made available for inspection by the Representative at least forty-eight hours one business day prior to the Closing Date. It is understood that In addition, on the basis of the representation and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an Underwriteroption to the several Underwriters to purchase the Option Shares at the price per share and pursuant to the same conditions, individuallycontingencies and adjustments as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part (if in part, may (subject to a maximum of one exercise, with the aggregate number of Shares purchased through such option not to exceed the number of Option Shares set forth in the opening paragraph of this Agreement), upon written notice given within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Fund setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative, but shall not be obligated to) make payment on behalf earlier than three nor later than 10 full business days after the exercise of the other Underwriters whose funds shall not have been received such option, nor in any event prior to the Closing Date for (each such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by such Underwriter. Any such payment by an each Underwriter shall not relieve be in the other Underwriters same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to 860,000, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of their obligations hereundersuch cancellation to the Fund. It is understood To the extent, if any, that the Underwriters propose to offer option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the public upon order of the terms and conditions set forth in Fund against delivery of certificates therefor at the Registration Statement hereinafter definedoffices of Sterne, Agee & Xxxxx, Inc., 000 Xxxx Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Stockholders, pro rata, at a purchase price of $____ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. 2 The Company and the Selling Stockholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx Xxxxx Xxxxxxxxx 77 Wxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Stockholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashiers' check in clearing house (next day available) funds payable to the order of the CompanyCompany and the Selling Stockholders, respectively, and delivered to Xxx One Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________-, 20001998, or at such other time and date not later than five three full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) the Company agrees to sell to the Underwriters under the terms hereof 2,000,000 of the Firm Shares, and (b) each such Underwriter agrees, severally and not jointly, (i) to purchase from the Company, pro rata, at a purchase price of $___ 25.00 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (ii) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at through the office facilities of X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Xxxxxxx' Office"), or such other place as you and the Depository Trust Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company by wire transfer (pursuant to wire transfer instructions provided to the Underwriters by the Company), of the aggregate purchase price for the Firm Shares sold by them 2 to the several Underwriters by wire transfer of funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing")Underwriters, at 9:00 the offices of Bryax Xxxx XXX, at 10:00 a.m., St. Louis time, on ____________April 29, 2000, 1997 or at on such other time and date not later than five three full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the number of Firm Shares so to be delivered will purchased by each Underwriter from the Company shall be made available determined by multiplying 2,000,000 by a fraction, the numerator of which is the number of Firm Shares to you for inspection at Xxxxxxx' Office be purchased by such Underwriter as set forth opposite its name in Schedule I and the denominator of which is 2,000,000 (or subject to such other place adjustments to eliminate any fractional share purchases as you and the Company in your discretion may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Datemake). It is understood that an any Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds payment shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Unless the Representatives elect to take delivery of the Shares by credit through full FAST transfer to the accounts at The Depository Trust Company designated by the Representatives, the Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("“Xxxxxxx' ’ Office"”), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer of immediately available funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York, New York time, on ____________August , 20002004, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' ’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm Shares, and each such Underwriter agrees, severally and not jointly, (i) to purchase from the Company, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (ii) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as you may request upon at least forty-eight hours' prior notice to the Company shall be delivered by or on behalf of the Company to you, through the facilities of the Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Clearinghouse (next-day) funds to the account specified by the Company to you at least forty-eight hours in advance. The Company will deliver definitive cause the certificates (representing the Shares to be made available for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable checking and packaging at least twenty-four hours prior to the RepresentativesTime of Delivery (as defined below) for the Firm Shares with respect thereto at the office of X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 DTC or its designated custodian (the "Xxxxxxx' Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., Phoenix, Arizona time, on , 1999 or such other place time and date as you and the Company may mutually agree uponupon in writing, for the accounts of the Underwriters against payment and, with respect to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of funds payable to the order of the CompanyOptional Shares, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 9:30 a.m., St. Louis Phoenix, Arizona time, on ____________, 2000the ate specified by you in the written notice given by you of the Underwriters' election to purchase such Optional shares, or at such other time and date not later than five full business days thereafter as you and the Company may agree, agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," such time and date for delivery of payment and delivery being the Optional Shares, if not the First Time of Delivery, is herein called the "Closing DateSecond Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The certificates for the Firm Shares so documents to be delivered will be made available to you for inspection at Xxxxxxx' Office (each Time of Delivery by or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior parties hereto pursuant to Section 6 hereof, including the cross receipt for the Shares will be delivered at the offices of Bryax Xxxx XXX, Two Nortx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (xxe "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., Phoenix, Arizona time, on the Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the Closing Date preceding sentence will be available for Shares review by the parties hereto. For the purposes of this Section 2, "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter definedclose.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the ------------------------------------------ representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 of the Firm Shares to the Underwriters and each Selling Securityholder agrees to sell to the several Underwriters under the terms hereof number of Firm Shares set forth in Schedule II opposite the Firm Sharesname of each Selling Securityholder, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, pro rata, Company and the Selling Securityholders at a purchase price of $______ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Custodian (as defined in Section 5(a)) will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxNew __________________________ * excludes Option Shares York, Xxxxxxxx 00000 New York ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Securityholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of immediately available funds payable to the order of the CompanyCompany for the Firm Shares purchased from the Company and to the Custodian, for the account of the Selling Securityholders, for the Firm Shares purchased from the Selling Securityholders, and the documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 7 of this Agreement shall be delivered to Xxx the offices of O'Melveny & Xxxxx Xxxxxxxxx XxxxxxLLP, Xx. 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis New York time, on __________May __, 2000, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company (a) each Selling Stockholder agrees to sell the number of Firm Shares set forth opposite his or her or its name on Schedule II hereto, severally and not jointly, to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, pro rataSelling Stockholders, at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. The I hereto and (b) the Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable agrees to sell to the Representatives) for Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Shares will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 8 hereof with respect to the Shares shall be made at the office of X.X. or prior to 11:00 a.m. on , 2004 at Xxxxxxxx & Xxxxxx L.L.P., 0000 Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxxxx 0000, Xxxxxxxx 00000 ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Xxxxx 00000 or at such other place as may be agreed upon between you and the Company and the Selling Stockholders (the "Place of Closing"), at 9:00 a.m., St. Louis time, on ____________, 2000, or at such other time and date not later than five full business days thereafter as you and the Company and the Selling Stockholders may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for Custodian (as hereinafter defined) will deliver the Firm Shares so to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Custodian. The Custodian will cause its transfer agent to deposit the Firm Shares to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and sold by the Company may mutually agree upon) at least one full business day prior Selling Stockholders hereunder pursuant to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to Full Fast Delivery Program of the Closing DateDTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, Company at a purchase price of $___ $ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx A.G. Edwards & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("XxxxxxxEdwards") 77 Water Street, New York, New Xxxx ("Xxxxxds' Office"), or such other place as you and the Company may mutually agree xxxx xxher xxxxx xx xxx xxx xxx Xxxxxxx xxx xutuxxxx xxree upon, for the accounts of the Underwriters against payment to the Company of the purchase price for the Firm Shares sold by them it to the several Underwriters by wire transfer in immediately available funds to the account of funds payable the Company at a bank designated by the Company reasonably acceptable to Edwards or by certified or bank cashier's check (in Federal Reserve fuxxx) xxawn to the order of the Company, Company and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on ____________, 20001998, or at such other time and date not later than five four full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwards' Office (or such other place as you and the Company may mutually agree mutualxx xxxxe upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds wire transfer shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the CompanyCompany and from each of the Selling Shareholders, pro rata, at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretohereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company and the Selling Shareholders will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. Xxxxxxx & Sons, Inc., Xxx 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("Xxxxxxx' Office"), or such other place as you and the Company may mutually agree upon, for the accounts of the Underwriters against payment to the Company and the Selling Shareholders of the purchase price for the Firm Shares sold by them to the several Underwriters by wire transfer of or certified or bank cashiers' check in clearing house (same day available) funds payable to the order of the CompanyCompany and the Selling Shareholders, respectively, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 10:00 a.m., St. Louis time, on _____________, 20001997, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours three full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds checks shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters under the terms hereof the Firm SharesUnderwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Company, pro rata, Company at a purchase price of $___ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II heretoI hereto and (b) to purchase from the Company any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. The Company will deliver definitive certificates (for purposes herein, "definitive certificates" will include any electronic format equivalent reasonably acceptable to the Representatives) for the Firm Shares at the office of X.X. A.G. Xxxxxxx & SonsXons, Inc., Xxx Xxxxx Xxxxxxxxx 77 Wxxxx Xxxxxx, Xx. XxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx ("XxxxxxxXdwaxxx' OfficeXxfice"), or such other place as you and the Company may mutually agree uponupon (the "Place of Closing"), for the accounts of the Underwriters against payment by or on behalf of such Underwriter to the Company of the purchase price for the Firm Shares sold by them the Company to the several Underwriters by wire transfer of in same day funds payable to the order of the Company, and delivered to Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or Company at such other place as may be agreed upon between you and the Company (the "Place of Closing"), at 9:00 8:00 a.m., St. Louis time, on _____________, 20001997, or at such other time and date not later than five full business days thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Closing Date. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.