Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m., New York time, on , 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder Stockholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ per share, the respective that number of shares of Firm Securities Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by mxxxxxxxxng 1,500,000 shares of Firm Stock, in the case of the Company, and the number of shares of Firm Stock set forth below opposite the caption “Company” or “name of such Selling Shareholder”Stockholder in Schedule B hereto, as in the case may beof a Selling Stockholder, and in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule B heretoA hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Stock will be $_____ per share (the "Purchase Price"). The Company and the Custodian Selling Stockholders will deliver the Firm Securities Stock to Txxxxx Wxxxxx the Representatives for the respective accounts of the several UnderwritersUnderwriters (in the form of definitive certificates, or issued in such names and in such denominations as instructed the Representatives may direct by Txxxxx Wxxxxx, notice in a form reasonably acceptable writing to the UnderwritersCompany given at or prior to 12:00 Noon, at New York time, on the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 second full business day preceding the First Closing Date (as defined below) against payment of the purchase price in Federal (same day) funds aggregate Purchase Price therefor by wire transfer to an account at a bank acceptable to Txxxxx WxxxxxSG Cowen, designated by payable to the Companyorder of the Company and the Company as Custoxxxx xxx the Selling Stockholders, with respect to Firm Securities sold by all at the Companyoffices of Weil, Gotshal & Manges LLP, [New York, New York] or [Boston, Massachusetts]. Time shalx xx xf the essence, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders delivery at the office time and place specified pursuant to this Agreement is a further condition of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at a.m.10:00 A.M., New York time, on [ _____ ], 2007 or at 2004, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Txxxxx Wxxxxx payment and the Company determine, such time being delivery are herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the The First Closing Date (if later than and the otherwise applicable settlement date) location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling Stockholders and SG Cowen. The Company and the Selling Stockholders shall be makx xxx xxrtificates for the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant Stock available to the offering. The certificates Representative[s] for examination on behalf of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Underwriters in New York, New York at least 24 twenty-four hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to For the Company from time to time not more than 30 days subsequent to purpose of covering any over-allotments in connection with the date distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the numbers of shares of Optional Stock according to the following priority: (1) to the extent the written notice by SG Cowen described below specifies a total amount of shares of Optionax Xxxxx equal to or less than 221,572, all of such shares shall be purchased from [ValueAct entity]; (2) to the exent the written notice by SG Cowen described below specifies a total amount of shares of Optionax Xxxxx greater than 221,572, (a) the number of shares of Optional Securities. Stock purchased from [ValueAct entity] shall equal 221,572 and (b) the number of shares of Optional Stock purchased from the Company shall equal the number of shares of Optional Stock in excess of 221,572 specified in such notice; and (3) other than [ValueAct entity], no Selling Stockholders shall sell any shares of Optional Stock.. Such shares of Optional Securities Stock shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities Stock (subject to adjustment by Txxxxx Wxxxxx SG Cowen to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exexxxxxx xs to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx SG Cowen to the CompanyCompany and Selling Stockholders. Each The option granted hereby may be exercised by written notice being given to the Company and the Selling Stockholders by SG Cowen setting forth the number of shares of the Optional Stock to bx xxxxxxsed by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (Date, but not earlier) is herein called the First Closing Date and each Optional "Option Closing Date, if any, being sometimes referred to as a “Closing Date”), " and shall in no event be determined by Txxxxx Wxxxxx but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Company and the Selling Stockholders will deliver the Optional Securities being purchased Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second full business day preceding the Option Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price aggregate Purchase Price therefor in Federal federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by SG Cowen payable to the Companyorder of the Company as Custodian for the Sellxxx Xxxxkholder(s), all at the above office offices of 800 Xxxxx XxxxxxWeil, Xxx XxxxGotshal & Manges LLP, Xxx Xxxx 00000New York, New York. Time shall be of the essence, and delixxxx xt the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Securities being purchased Stock available to the Representatives for examination on each Optional behalf of the Underwriters in [New York, New York] [or] [Boston Massachusetts] not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available for checking at varied by agreement among the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time Company and SG Cowen. The several Underwriters propose to offer the Stocx xxx xxle upon the terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share% of the principal amount thereof plus accrued interest, if any, from [DATE] to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm the Offered Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the several Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more global securities in registered form without interest coupons (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Underwriters drawn to the order of the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxx & Wxxxxxx LLP 800 Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, at a.m.10:00 A.M., (New York time), on [DATE], 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and ,” against delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates Trustee as custodian for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date DTC of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Global Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Global Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling Shareholder, at a purchase price of $ per share, the respective number of Firm Securities set forth below the caption “"Company” " or “"Selling Shareholder”", as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian Selling Shareholder will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx XxxxxxCredit Suisse First Boston Corporation ("CSFBC"), Xxx XxxxEleven Madison Avenue, Xxx Xxxx 00000 New York, New York, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by CSFBC drawn to the Company, with respect to order of the Company in the case of 2,000,000 shares of Firm Securities sold by the Company, and designated by the Selling ShareholdersShareholder in the case of 250,000 shares of Firm Securities, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Wombxx Xxxlxxx Xxxxxxxxx & Wxxxxxx LLP 800 Xxxxx Xice, XXLC, 200 Xxxx Xxxxxx Xxxxxx, Xxx XxxxXxxxxxx-Xxxxx, Xxx Xxxx 00000Xxxxx Xxxxxxxx, at a.m.xx 9:00 A.M., New York time, on January , 2007 1999, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.For

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $[ ] per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the UnderwritersRepresentative, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to Txxxxx Wxxxxx, designated by the Representative) drawn to the order of the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP 800 Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000, at a.m.10 A.M., New York time, on [ ], 2007 2014, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to Txxxxx Wxxxxx the Representative against payment of the purchase price therefor therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Representative drawn to the order of the Company, at the above office of 800 Xxxxx XxxxxxXxxxxx and Xxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agreeStockholder agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ per share, the respective number of Firm Securities set forth below the caption “"Company” " or “"Selling Shareholder”Stockholder", as the case may be, and opposite the name of such each Underwriter in Schedule B hereto. The Company and the Custodian each Selling Stockholder will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCredit Suisse First Boston Corporation ("CSFBC") drawn to the order of Eon Labs, designated by Inc. in the Company, with respect to case of 9,380,540 shares of Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Stockholders in the case of 419,460 shares of Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Skadden, Arps, Slate, Xxxxxxx & Wxxxxxx Xxxx LLP 800 ("SKADDEN, ARPS") located at Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.9:00 A.M., New York time, on May __, 2007 2002, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Skadden, Arps at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the Company, order of the Company at the above office of 800 Xxxxx XxxxxxSkadden, Xxx Xxxx, Xxx Xxxx 00000Arps. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Skadden, Arps at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeagrees, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $61.28 per share, the respective that number of Firm Offered Securities (subject to adjustment by the Representative to eliminate fractions) obtained by multiplying the number of Offered Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder in Schedule A-1 hereto, in the case of a Selling Shareholder”, as in each case by a fraction the case may be, and numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule B heretoA-2 hereto and the denominator of which is the total number of Offered Securities. The Company and the Custodian Selling Shareholders will deliver the Firm Offered Securities to Txxxxx Wxxxxx or as instructed by the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to Txxxxx Wxxxxx, designated by the Company, with respect to Firm Representative that have so delivered the Offered Securities sold by the Company, and designated by on behalf of the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxx Xxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at a.m.10:00 A.M., New York time, on February 19, 2007 2013, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, Stockholder agrees to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ $[ ] per share, the respective number of Firm Securities (subject to adjustment by Xxxxxxx Xxxxx to eliminate fractions) set forth below the caption “CompanySelling Stockholder” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian Selling Stockholder will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx WxxxxxXxxxxxx Sachs, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxxx Xxxx & Wxxxxxx LLP 800 Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.[9:30 A.M.], New York City time, on August [ ], 2007 2009, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Xxxxxxx Sachs and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in such denominations and registered in such names as Xxxxxxx Xxxxx requests and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxx & Wxxxxxx Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx Xxxxxxx Sachs given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Company Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Xxxxxxx Xxxxx to eliminate fractions) and may be purchased by the Underwriters only for the sole purpose of covering over-allotments made sales of shares in connection with the sale excess of the number of Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Xxxxxxx Sachs to the CompanyCompany and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Xxxxxxx Xxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank selected by the Selling Stockholder and reasonably acceptable to Txxxxx Wxxxxx designated by the CompanyRepresentatives for Optional Securities purchased from the Selling Stockholder, at the above office of 800 Xxxxxxx Xxxx & Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in such denominations and registered in such names as Xxxxxxx Sachs requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking inspection at the above office of Lxxxxx Xxxxxxx Xxxx & Wxxxxxx Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ per share, the respective number numbers of shares of Firm Securities Stock and the Firm Warrants set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B I hereto. The purchase price per share to be paid by the Underwriters to the Company for the Firm Stock will be $0.4794 per share (the “Per Share Purchase Price”) and each Firm Warrant shall be $0.0094 per Warrant (the Custodian “Per Warrant Purchase Price” and together with the Per Share Purchase Price, the “Purchase Price”). The Company will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, for their respective accounts, (i) the Firm Stock through the facilities of The Depository Trust Company and (ii) the Warrants in physical, certificated form, in each such case, issued in such names and in such denominations as the Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect Underwriters payable to Firm Securities sold by the Company, and designated by order of the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Company all at the office offices of Lxxxxx & Wxxxxxx LLP 800 Xxxxx XxxxxxXxxxxxxxxx Xxxxxxx PC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at a.m.the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on August 1, 2007 or at 2011, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Txxxxx Wxxxxx payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds Firm Stock and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to Warrants may be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to varied by agreement among the Company from time to time not more than 30 days subsequent to and the date Underwriters. For the purpose of covering any over-allotments in connection with the distribution and sale of the Final Firm Stock and Firm Warrants as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at Stock and/or the purchase Optional Warrants. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Per Share Purchase Price and the price per warrant to be paid for the Optional Warrants shall be the Per Warrant Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock and/or the number of Optional Warrants specified in such the written notice delivered by the Underwriters to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock and/or Optional Warrants. Such shares of Optional Securities Stock and/or Optional Warrants shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock and Firm Warrants set forth opposite such Underwriter’s name on Schedule I bears to the total number of shares of Firm Securities Stock and the total number of Firm Warrants (subject to adjustment by Txxxxx Wxxxxx the Underwriters to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock and/or the Optional Warrants at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously has been, or simultaneously is, sold and delivered and no Optional Warrants shall be sold and delivered unless the Firm Warrants previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities Stock and/or the Optional Warrants or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Underwriters to the Company. Each The option granted hereby may be exercised by written notice being given to the Company by the Underwriters setting forth the number of shares of the Optional Stock and/or the number of Optional Warrants to be purchased by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock and/or the Optional Closing Date”, Warrants. Each date and time for delivery of and payment for the Optional Stock and/or Optional Warrants (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by Txxxxx Wxxxxx but shall be not earlier one (1) business day nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver to the Underwriters, for their respective accounts, (i) the Optional Securities being purchased Stock through the facilities of The Depository Trust Company and/or (ii) the Optional Warrants in physical, certificated form, in each such case, issued in such names and in such denominations as the Underwriters may direct by notice in writing to the Company given at or prior to 5:00 p.m., New York time, on each Optional first (1st) business day preceding the Option Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the aggregate purchase price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Underwriters payable to the order of the Company, all at the above office offices of 800 Xxxxx XxxxxxXxxxxxxxxx Xxxxxxx PC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Optional Securities being purchased on each Optional Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock and/or the Optional Warrants may be made available varied by agreement among the Company and the Underwriters. The several Underwriters propose to offer the Stock and the Warrants for checking at sale upon the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder Stockholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling ShareholderStockholder, at a purchase price of $ per share, the respective number of Firm Securities set forth below the caption “"Company” " or “"Selling Shareholder”Stockholder", as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian Selling Stockholder will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCredit Suisse First Boston Corporation ("CSFBC") drawn to the order of Advent Software, designated by Inc., in the Company, with respect to case of 1,000,000 shares of Firm Securities sold by and the CompanyXxXxxxx/Xxxxxxx Revocable Trust, and designated by in the Selling Shareholderscase of 100,000 shares of Firm Securities, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Professional Corporation, at a.m.10:00 A.M., New York time, on , 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP Xxxxxx, Professional Corporation, at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Selling Stockholder agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares specified in such notice by a fraction the numerator of which is in the case of the Company and in the case of the Selling Stockholder and the denominator of which is the total number of Optional SecuritiesSecurities (subject to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from the Company and the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the CompanyCompany and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five five(3) full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the Companyorder of Advent Software, Inc. in the case of shares of Optional Securities and the XxXxxxx/Xxxxxxx Revocable Trust, in the case of shares of Optional Securities, at the above office of 800 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Professional Corporation. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP Xxxxxx, Professional Corporation, at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ per share, the respective that number of Firm Securities Shares (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by mxxxxxxxxng 2,000,000 Firm Shares by a fraction the numerator of which is the number of Firm Shares set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Shares. The purchase price per share to be paid by the Underwriters to the Company for the Securities will be $13.725 per share (the "Purchase Price"). The Company and the Custodian will deliver the Firm Securities Shares to Txxxxx Wxxxxx the Representative for the respective accounts of the several Underwriters, or in the form of definitive certificates, issued in such names and in such denominations as instructed the Representative may direct by Txxxxx Wxxxxx, notice in a form reasonably acceptable writing to the UnderwritersCompany given at or prior to 12:00 Noon, at New York time, on the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 second full business day preceding the First Closing Date against payment of the purchase price aggregate Purchase Price therefor, by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the CompanyCompany and reasonably acceptable to SG Cowen, with respect payable to Firm Securities sold by the order of the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders all at the office offices of Lxxxxx Pxxx, Xxxss, Rifkind, Wharton & Wxxxxxx LLP 800 Xxxxx XxxxxxGarrison, 1285 Avenue of the Americas, Xxx XxxxYork, Xxx New York 10000. Xxme xxxxx xx ox xxx xxxxxxx, xxx xxxxxxxx xx xxx Xxxx 00000, Xxxxxx xx xxx time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at a.m.10:00 A.M., New York time, on January 14, 2007 or at 2002, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Txxxxx Wxxxxx payment and the Company determine, such time being delivery are herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the ." The First Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Shares may be varied by agreement between the settlement date for payment of funds Company and delivery of securities for all the Offered Securities sold pursuant to the offeringSG Cowen. The Company shall make the certificates for the Firm Securities so Firx Xxxxxx available to be delivered or evidence the Representative for examination on behalf of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Underwriters in New York, New York, at least 24 twenty-four hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to For the Company from time to time not more than 30 days subsequent to purpose of covering any over-allotments in connection with the date distribution and sale of the Final Firm Shares as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Shares. The price per Security share to be paid for the Firm SecuritiesOptional Shares shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities Shares specified in such the written notice by SG Cowen described below and the Underwriters agree, severally and not jointlyxxxxxxx, to purchase such Optional SecuritiesShares. Such Optional Securities Shares shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Shares set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities Shares (subject to adjustment by Txxxxx Wxxxxx SG Cowen to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exexxxxxx xs to all or any part of the Firm SecuritiesOptional Shares at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Shares shall be sold or and delivered unless the Firm Securities Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon written notice by Txxxxx Wxxxxx SG Cowen to the Company. Each The option granted hereby may be exexxxxxx xy written notice being given to the Company by SG Cowen setting forth the number of Optional Shares to be purchased bx xxx Xxderwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Shares. Each date and time for delivery of and payment for the Optional Closing Date”, Shares (which may be the First Closing Date (Date, but not earlier) is herein called the First Closing Date and each Optional "Option Closing Date, if any, being sometimes referred to as a “Closing Date”), " and shall in no event be determined by Txxxxx Wxxxxx but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the First Closing Date are hereinafter called the "Closing Dates." The Company will deliver the Optional Securities being purchased Shares to the Underwriters, in the form of definitive certificates, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second full business day preceding the Option Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor aggregate Purchase Price therefor, in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company and reasonably acceptable to SG Cowen payable to the order of the Company, all at the above office offices of 800 Xxxxx XxxxxxPaxx, Xxxxs, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, Xxx XxxxYork, Xxx Xxxx 00000New York 10000. Xxme xxxxx xx ox xxx xxxxxxx, xxx xxxxxxxx xx xxx Xxxxxxxx Xxxxxx xx the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Securities being purchased Shares available to the Representative for examination on each Optional behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Shares may be made available for checking at varied by agreement between the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time Company and SG Cowen. The several Underwriters propose to offer the Securxxxxx xxr sale upon the terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share, the respective that number of Firm Securities shares of Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying 2,020,203 shares of Stock by a fraction the numerator of which is the number of shares of Stock set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B heretoA hereto and the denominator of which is the total number of shares of Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $49.50 per share (the "Purchase Price"). The Company and the Custodian will deliver the Firm Securities Stock to Txxxxx Wxxxxx the Representative for the respective accounts of the several UnderwritersUnderwriters (in the form of definitive certificates, or issued in such names and in such denominations as instructed the Representative may direct by Txxxxx Wxxxxx, notice in a form reasonably acceptable writing to the UnderwritersCompany (such notice to be given at or prior to 12:00 Noon, at New York time, on the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxxsecond full business day preceding the Closing Date (as defined below)), Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds aggregate Purchase Price therefor by wire transfer to an account at a bank acceptable to Txxxxx WxxxxxXX Xxxxx, designated by payable to the order of the Company, with respect to Firm Securities sold by all at the Companyoffices of Shearman & Sterling, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and designated by delivery of the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Stock at the office time and place specified pursuant to this Agreement is a further condition of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at a.m.10:00 A.M., New York time, on June 12, 2007 or at 2001, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Txxxxx Wxxxxx payment and the Company determine, such time being delivery are herein referred to as the “First "Closing Date”". For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than Stock may be varied by agreement between the otherwise applicable settlement date) shall be the settlement date for payment of funds Company and delivery of securities for all the Offered Securities sold pursuant to the offeringXX Xxxxx. The Company shall make the certificates for the Firm Securities so Stock available to be delivered or evidence the Representative for examination on behalf of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Underwriters in New York, New York at least 24 twenty-four hours prior to the First Closing Date. In addition, The several Underwriters propose to offer the Stock for sale upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice terms and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter conditions set forth in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing DateProspectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $12.3825 per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B heretoShares. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable Shares to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriter against payment of the purchase price in Federal (same day) funds cash by wire transfer of immediately available funds to an account at a bank acceptable to Txxxxx Wxxxxxor accounts of the Company, which accounts have been designated by the Company, with respect Company in writing at least one day prior to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Closing at the office of Lxxxxx Xxxxxx & Wxxxxxx LLP 800 Xxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, at a.m.7:00 A.M., New York timePacific Standard Time, on April 7, 2007 2004, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriter and the Company determinemay mutually agree, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. "CLOSING DATE." The certificates for the Firm Securities Shares so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriter requests and (i) will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx & Wxxxxxx LLP Xxxxxxx LLP, at least 24 hours prior to the First Closing DateDate or (ii) delivered through the facilities of the Depositary Trust Company (DTC) for the account of the Underwriter. In addition, upon on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice from Txxxxx Wxxxxx given (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Underwriting Agreement, by the Underwriter, to the Company from setting forth the number of Option Shares to be purchased and the time and date at which such certificates are to be delivered in the same manner as the Firm Shares certificates. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Underwriter, but shall not more be earlier than 30 three nor later than 10 full business days subsequent after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "OPTION CLOSING DATE"). If the date of notice of exercise of the Final Prospectusoption is three or more business days before the Closing Date, the Underwriters may purchase all or less than all notice of exercise shall set the Optional Securities at Option Closing Date as the purchase price per Security to be paid for the Firm SecuritiesClosing Date. The Company agrees to sell option with respect to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and Option Shares granted hereunder may be purchased by the Underwriters exercised only for the purpose of covering to cover over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless Shares by the Firm Securities previously have been, or simultaneously are, sold and deliveredUnderwriter. The right to purchase the Optional Securities or any portion thereof Underwriter may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated cancel such option at any time upon prior to its expiration by giving written notice by Txxxxx Wxxxxx of such cancellation to the Company. Each time for To the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Dateextent, if any, being sometimes referred to as a “Closing Date”)that the option is exercised, shall payment for the Option Shares will be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver made on the Optional Securities being purchased on each Optional Option Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) immediately available funds by wire transfer to an account at a bank acceptable the order of the Company for the Option Shares to Txxxxx Wxxxxx designated be sold by the Company, it against delivery of certificates therefor at the above office offices of 800 Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence Xxxxxxxxxx in the same manner as the delivery of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing DateFirm Shares.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeagrees, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $46.93 per share, that number of Firm Securities (subject to adjustment by Xxxxxxx, Xxxxx & Co. to eliminate fractions) obtained by multiplying the respective number of Firm Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder in Schedule A-1 hereto, in the case of a Selling Shareholder”, as in each case by a fraction the case may be, and numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretoA-2 hereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian Selling Shareholders will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by Xxxxxxx, Sachs & Co. for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the UnderwritersXxxxxxx, at the office of Lxxxxx Xxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Co. against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to Txxxxx WxxxxxXxxxxxx, designated by Sachs & Co. that have so delivered the Company, with respect to Firm Securities sold by the Company, and designated by on behalf of the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxx Xxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at a.m.10:00 A.M., New York time, on September 7, 2007 2012, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Xxxxxxx, Sachs & Co. and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance transfer will be made available for checking and packaging at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx the Representatives given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Company agrees Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase purchase, the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule A-1 hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by Xxxxxxx, Sachs & Co. to eliminate fractions and for any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities). Such Optional Securities shall be purchased from each Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name on Schedule A-2 bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Xxxxxxx, Xxxxx & Co. to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm SecuritiesUnderwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representative to the CompanyCompany and the Selling Shareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Xxxxxxx, Sachs & Co. but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Shareholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx Xxxxxxx, Xxxxx & Co. for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Xxxxxxx, Sachs & Co., against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to Txxxxx Wxxxxx designated by Xxxxxxx, Xxxxx & Co. that have so delivered the CompanyOptional Securities on behalf of the Selling Shareholders, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000& Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance transfer will be made available for checking at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder Stockholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling ShareholderStockholder, at a purchase price of $ per share, the respective number of Firm Securities set forth below the caption “"Company” " or “"Selling Shareholder”Stockholder", as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian Selling Stockholder will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by each of the Company and CSFB drawn to the order of the Company, with respect in the case of payment to the Company for 7,000,000 shares of Firm Securities sold by the CompanySecurities, and designated by to an account acceptable to each of the Selling Shareholders, with respect Stockholder and CSFB drawn to Firm Securities sold by the order of the Selling Shareholders Stockholder, in the case of payment to the Selling Stockholder for 2,100,000 shares of Firm Securities, in each case at the office of Lxxxxx Davis Polk & Wxxxxxx LLP 800 Xxxxx XxxxxxWardwell, Xxx Xxxx1600 El Camino Real, Menlo Park, California, at 00:00 X.X., Xxx Xxxx 00000txxx, at a.m.xx , New York time0000, on , 2007 or at such other time not later xx xx xxxx xxxxx xxxx xxx xater than seven full business days thereafter as Txxxxx Wxxxxx CSFB and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking in such denominations and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Dateregistered in such names as CSFB requests. In addition, upon written notice from Txxxxx Wxxxxx CSFB given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFB to the CompanyCompany and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by each of the CompanySelling Stockholder and CSFB drawn to the order of the Selling Stockholder, at the above office of 800 Xxxxx XxxxxxDavis Polk & Wardwell, Xxx Xxxx1600 El Camino Real, Xxx Xxxx 00000Menlo Park, California. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance Thx Xxxxxxxx Sexxxxxxxx bxxxx xxxxxxxxx xx xxxx Xxxxxxxx Xxxxxxx Xxxe will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Datedenominations and registered in such names as CSFB requests.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeagrees, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $53.30 per share, the respective that number of Firm Offered Securities (subject to adjustment by the Representative to eliminate fractions) obtained by multiplying the number of Offered Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder in Schedule A-1 hereto, in the case of a Selling Shareholder”, as in each case by a fraction the case may be, and numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule B heretoA-2 hereto and the denominator of which is the total number of Offered Securities. The Company and the Custodian Selling Shareholders will deliver the Firm Offered Securities to Txxxxx Wxxxxx or as instructed by the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to Txxxxx Wxxxxx, designated by the Company, with respect to Firm Representative that have so delivered the Offered Securities sold by the Company, and designated by on behalf of the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxx Xxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at a.m.10:00 A.M., New York time, on November 7, 2007 2012, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agreeagrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ per share, the respective that number of shares of Firm Securities Stock (rounded up or down, as determined by C-H in its discretion, in order to avoid fractions) obtained by multiplying 2,490,612 shares of Firm Stock in the case of the Company and the number of shares of Firm Stock set forth below opposite the caption “Company” or “name of such Selling Shareholder in Schedule II hereto, in the case of a Selling Shareholder”, as in each case by a fraction the case may be, and numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule B heretoI hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Stock will be $6.2238 per share (the “Purchase Price”). The Company and the Custodian Selling Shareholders will deliver the Firm Securities Stock to Txxxxx Wxxxxx the Representative for the respective accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxxthrough the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the UnderwritersCompany given at or prior to 12:00 Noon, at New York time, on the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect Representative payable to Firm Securities sold by the Company, order of the Company and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders for the Firm Stock sold by them all at the office offices of Lxxxxx Ellenoff Gxxxxxxx & Wxxxxxx LLP 800 Xxxxx Schole LLP, 100 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx. Time shall be of the essence, and delivery at a.m.the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on September 16, 2007 or at 2013, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Txxxxx Wxxxxx payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than Firm Stock may be varied by agreement among the otherwise applicable settlement date) shall be Company, the settlement date for payment Selling Shareholders and the Representative. For the purpose of funds covering any over-allotments in connection with the distribution and delivery sale of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at Stock as contemplated by the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Selling Shareholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule II hereto under the caption “Number of Optional SecuritiesShares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Representative to eliminate fractions). Such shares of Optional Securities Stock shall be purchased from each Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule I bears to the total number of shares of Firm Securities Stock (subject to adjustment by Txxxxx Wxxxxx the Representative to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Underwriter to the CompanyCompany and Selling Shareholders. Each The option granted hereby may be exercised by written notice being given to the Company and the Selling Shareholders by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock,. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by Txxxxx Wxxxxx but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Company Representative agrees that it shall give notice to purchase the Optional Stock when and only to the extent that the Selling Shareholders have taken all necessary action to deposit their Optional Stock in book-entry form with the Company’s transfer agent and the applicable Selling Shareholder has provided an executed stock power to the Representative for medallion guarantee; provided, however, such condition shall not affect the right of the Representative to seek any remedy under law or equity available to it under this Agreement for breach of a Selling Shareholder for failure to deliver such Optional Stock and accompanying medallion-guaranteed stock powers in blank on or before the Closing Date. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Selling Shareholders will deliver the Optional Securities being purchased on each Optional Closing Date Stock to or as instructed by Txxxxx Wxxxxx the Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to Txxxxx Wxxxxx the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated the Representative payable to the order of the Selling Shareholders for the Optional Stock sold by the Companythem, all at the above office offices of 800 Xxxxx Ellenoff Gxxxxxxx & Schole LLP, 100 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Optional Securities being purchased on each Optional Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement among the Company, the Selling Shareholders and the Representative. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeagrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $5.38 per share, that number of Firm Securities obtained by multiplying the respective number of Firm Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”Shareholder in Schedule A hereto, as the case may be, and by a fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter Underwriters in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian Selling Shareholders will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Underwriters for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold Underwriters as specified by the Selling Shareholders to the Underwriters at least 24 hours prior to the First Closing Date (as defined below), at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.9:00 A.M., New York time, on November 29, 2007 2018, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP described above at least 24 hours prior to the First Closing Date. In addition, upon not less than two business days written notice from Txxxxx Wxxxxx the Underwriters given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees Selling Shareholders agree to sell sell, severally and not jointly, to the Underwriters the respective number of shares Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter the several Underwriters in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s Underwriters’ name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Underwriters to the CompanyCompany and the Selling Shareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Shareholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated the Underwriters as specified by the Company, Selling Shareholders at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx Xxxxxxx & Xxxxxxxx LLP described above. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP described above at a reasonable time in advance of such Optional Closing Date. Without limiting the applicability of Section 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Offered Securities being sold by a Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any Securities attributable to such client (with any such shares instead being allocated and sold to the other Underwriters) and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder Stockholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ $18.81 per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse Securities (USA) LLC (“Credit Suisse”) in its discretion, in order to avoid fractions) obtained by multiplying 2,518,892 Firm Securities, in the respective case of the Company, and the number of Firm Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”Stockholder in Schedule B hereto, as in the case may beof a Selling Stockholder, and in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretoA hereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian Selling Stockholders will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by Credit Suisse for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, Company (with respect to the Firm Securities being sold by the Company), and designated by the Selling Shareholders, Xx. Xxxxx (with respect to the Firm Securities being sold by Xx. Xxxxx), Xx. Xxxxxxxxx (with respect to the Selling Shareholders Firm Securities being sold by Xx. Xxxxxxxxx) and DBJ (with respect to the Firm Securities being sold by DBJ), in each case acceptable to Credit Suisse, at the office of Lxxxxx Xxxxx Xxxx & Wxxxxxx LLP 800 Xxxxx XxxxxxXxxxxxxx LLP, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000, at a.m.11:00 A.M., New York time, on December 4, 2007 2012, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx Credit Suisse given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees and each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is 377,834 in the case of the Company, 151,133 in the case of Xx. Xxxxx, 0 in the case of Xx. Xxxxxxxxx and 37,784 in the case of DBJ, and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securitiesadjustment by Credit Suisse to eliminate fractions). Such Optional Securities shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities numerators set forth opposite such Underwriter’s name bears in the preceding sentence bear to the total number of shares of Firm Optional Securities (subject to adjustment by Txxxxx Wxxxxx Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Credit Suisse to the CompanyCompany and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Credit Suisse, but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Credit Suisse, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company (with respect to the Optional Securities being sold by the Company), Xx. Xxxxx (with respect to the Optional Securities being sold by Xx. Xxxxx), Xx. Xxxxxxxxx (with respect to the Optional Securities being sold by Xx. Xxxxxxxxx) and DBJ (with respect to the Optional Securities being sold by DBJ), in each case acceptable to Credit Suisse, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000& Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $[ ] per share, the respective number of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by Credit Suisse drawn to the Company, with respect to Firm Securities sold by order of the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Company at the office of Lxxxxx Holme Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxx, Xxxxxxxx 00000 at a.m.[ ]A.M., New York Denver time, on [ ], 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Holme Xxxxxxx & Wxxxxxx LLP Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per Security share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No The Company will have no obligation to sell or deliver, and the Underwriters will have no obligation to purchase, Optional Securities shall be sold or delivered unless (i) the Firm Securities previously have been, or simultaneously are, sold and delivereddelivered and (ii) the common membership units of National CineMedia, LLC have been, or simultaneously are, sold and delivered pursuant to the terms of that certain Unit Purchase Agreement, dated [ ], 2007, between the Company and American Multi-Cinema, Inc., Cinemark Media, Inc. and Regal CineMedia Holdings, LLC. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by Credit Suisse drawn to the order of the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Holme Xxxxxxx & Xxxx 00000LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Holme Xxxxxxx & Wxxxxxx Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder Stockholders agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling ShareholderStockholders, at a purchase price of $ per share, the respective number of Firm Securities set forth below the caption “"Company” " or “"Selling Shareholder”Stockholders", as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian Selling Stockholders will deliver the Firm Securities to Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to Txxxxx Wxxxxx, designated by Credit Suisse First Boston Corporation ("CSFBC") drawn to the Company, with respect to order of the Company in the case of [_________] shares of Firm Securities sold by the Company, and designated by the Selling ShareholdersStockholders in the case of [_________] shares of Firm Securities, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Dewey Ballantine LLP, at a.m.A.M., New York time, on , 2007 or at such other time xx xxxx xxxxx xxme not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance by the Company will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx Dewey Ballantine LLP at least 24 hours prior to the First Closing DateXxxx. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the order of the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Dewey Ballantine LLP. The certificates for the Optional Securities being purchased xxxxx xxxxxxxxx on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx Dewey Ballantine LLP at a reasonable time in advance of such Optional Closing DateOptioxxx Xxxxxxx Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share97.75% of the principal amount thereof, plus accrued and unpaid interest from December 17, 2012 to the First Closing Date (as hereinafter defined), the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price the Firm Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons (the “Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect Company and acceptable to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Representatives at the office of Lxxxxx Xxxxx Xxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at a.m.9:00 A.M., New York time, on December 17, 2007 2012, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Firm Securities. The certificates for the Firm Global Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon not less than two business days’ written notice from Txxxxx Wxxxxx the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectustime, the Underwriters may purchase all or less than all of the Optional Securities within a period of 13 days beginning with, and including, the First Closing Date, at the a purchase price per Security of 97.75% of the principal amount thereof, plus accrued and unpaid interest from December 17, 2012 to be paid for the Firm Securitiesrelated Optional Closing Date. The Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, agree severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares principal amount of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Representatives on behalf of the several Underwriters but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver Payment for the Optional Securities being purchased on each Optional Closing Date and to or as instructed be offered and sold by Txxxxx Wxxxxx for the accounts of Underwriters shall be made by the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, Company and acceptable to the Representatives at the above office of 800 Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The 00000 at 9:00 A.M., New York time, on such Optional Closing Date against delivery to the Trustee of the Global Securities representing all of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ [ ] per share, the respective number numbers of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, Underwriters [at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ,]against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCSFB and Xxxxxx Brothers drawn to the order of [ ], designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Skadden, Arps, Slate, Xxxxxxx & Wxxxxxx Xxxx LLP 800 000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx 0000 Xxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, at a.m.A.M., New York time, on [ ] , 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFB and Xxxxxx Brothers and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Xxxxxx Brothers request and will be made available for checking and packaging at the above [above] office of Lxxxxx & Wxxxxxx LLP [ ] at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFB and Xxxxxx Brothers given to the Company and the Selling Stockholders2 from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is [ ] in the case of the Company and the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption “Number of Optional SecuritiesSecurities to be Sold” in the case of the Selling Stockholders and the denominator of which is the total number of Optional Securities (subject to adjustment by CSFB and Xxxxxx Brothers to eliminate fractions). Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFB and Xxxxxx Brothers to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFB and Xxxxxx Brothers to the CompanyCompany and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx CSFB and Xxxxxx Brothers but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, [at the office of ] against payment payment, of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFB and Xxxxxx Brothers drawn to the Companyorder of , at the above [above] office of 800 Xxxxx XxxxxxSkadden, Xxx XxxxArps, Xxx Slate, Xxxxxxx & Xxxx 00000LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Xxxxxx Brothers request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above [above] office of Lxxxxx Skadden, Arps, Slate, Xxxxxxx & Wxxxxxx Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, each of the Company and each the Selling Shareholder agreeStockholder agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each the Selling ShareholderStockholder, at a purchase price of $ $32.00 per share, the respective number of Firm Securities set forth below the caption “Company” or and “Selling Shareholder”, Stockholder,” as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Each of the Company and the Custodian Selling Stockholder will deliver the its Firm Securities to Txxxxx Wxxxxx or as instructed by Credit Suisse for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Credit Suisse against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to (i) an account at a bank specified by the Company (and acceptable to Txxxxx Wxxxxx, designated Credit Suisse) to Credit Suisse drawn to the order of the Company in the case of the 2,400,000 Firm Securities being purchased by the Company, with respect to Firm Securities sold by Underwriters from the Company, Company and designated (ii) an account at a bank specified by the Selling Shareholders, with respect Stockholder (and acceptable to Credit Suisse) to Credit Suisse drawn to the order of the Selling Stockholder in the case of the 2,400,000 Firm Securities sold being purchased by the Underwriters from the Selling Shareholders Stockholder, at the office of Lxxxxx Akin Gump Xxxxxxx Xxxxx & Wxxxxxx LLP 800 Xxxxx Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxx, Xxxxx, at a.m.9:00 A.M., New York time, on March 30, 2007 2011, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx shall be agreed upon by the Company, the Selling Stockholder and the Company determineCredit Suisse, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at through the above office facilities of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing DateDTC unless Credit Suisse shall otherwise instruct. In addition, upon written notice from Txxxxx Wxxxxx given Credit Suisse to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase (i) all or less than all of the Optional Securities to be sold by the Company and (ii) all or less than all of the Optional Securities to be sold by the Selling Stockholder, in each case at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by each of the Company and the Selling Stockholder as to which the Underwriter is exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). In the event and to the extent the Underwriters exercise their right to purchase Optional Securities, the Underwriters shall purchase such Optional Securities from the Company and the Selling Stockholder on a pro rata basis, based on the maximum number of Optional Securities to be sold by each of the Company and the Selling Stockholder. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice in the amount not to exceed 360,000 shares of the Securities and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice in the amount not to exceed 360,000 shares of the Securities. Any Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each of the Company and the Selling Stockholder will deliver the its Optional Securities being purchased on each Optional Closing Date by the Underwriters to or as instructed by Txxxxx Wxxxxx Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Credit Suisse against payment of the purchase price therefor for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to (i) an account at a bank specified by the Company (and acceptable to Txxxxx Wxxxxx designated Credit Suisse) to Credit Suisse drawn to the order of the Company in the case of Optional Securities purchased by the CompanyUnderwriters from the Company and (ii) an account at a bank specified by the Selling Stockholder (and acceptable to Credit Suisse) to Credit Suisse drawn to the order of the Selling Stockholder in the case of the Optional Securities purchased by the Underwriters from the Selling Stockholder, at the above office of 800 Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxx, Xxxxx. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless Credit Suisse shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $[____] per share, the respective number numbers of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx XxxxxxCSFBC, Xxx XxxxEleven Madison Avenue, Xxx Xxxx 00000 New York, New York, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by CSFBC drawn to the Company, with respect to Firm Securities sold by order of the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Company at the office of Lxxxxx Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & Wxxxxxx LLP 800 Xachxxxxx, XXP ("GDSVFH"), 155 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, at a.m.xx 10:00 A.M., New York time, on March [__], 2007 2000, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”. ." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Selling Stockholder agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares specified in such notice by a fraction the numerator of which is [______________] in the case of the Company and [________________] in the case of the Selling Stockholder and the denominator of which is the total number of Optional SecuritiesSecurities (subject to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from the Company and the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the CompanyCompany and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters Underwriters, at the above office of CSFBC in a form reasonably acceptable to Txxxxx Wxxxxx New York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the Company, order of the Company at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000GDSVFH. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP CSFBC at a reasonable time in advance of such Optional Closing Date. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholder hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreement made with [_________________________], as custodian ("Custodian"). The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of the Selling Stockholder or the occurrence of any other event. If the Selling Stockholder should die, or if any other such event should occur, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share98.0% of the principal amount thereof plus accrued interest from July 31, 2007 to the First Closing Date (as hereinafter defined), the respective number principal amounts of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by Xxxxxx Brothers and CS drawn to the order of the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx XxxxxxDay, Xxx 0000 Xxxxxxxxxxx Xxxx, Xxx Xxxx Xxxx, XX 00000, at a.m.9:00 A.M., New York time, on July 31, 2007 2007, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Xxxxxx Brothers and CS and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in the form of one or evidence of their issuance more permanent global Securities in definitive form, in such denominations and registered in such names as Xxxxxx Brothers and CS request and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Xxxxx Day at least 24 hours prior to the First Closing Date. The Company shall deliver the Firm Securities through the facilities of the Depositary Trust Company (“DTC”) unless Xxxxxx Brothers or CS shall otherwise instruct. In addition, upon written notice from Txxxxx Wxxxxx Xxxxxx Brothers and CS given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for principal amount of the Firm SecuritiesSecurities (including any accrued interest thereon to the related Optional Closing Date). The Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares principal amount of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Xxxxxx Brothers and CS to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Xxxxxx Brothers and CS to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Xxxxxx Brothers and CS but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by Xxxxxx Brothers and CS drawn to the order of the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Day. The Optional Securities being purchased on each Optional Closing Date will be in the form of one or evidence of their issuance more permanent global Securities in definitive form, in such denominations and registered in such names as Xxxxxx Brothers and CS request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Xxxxx Day at a reasonable time in advance of such Optional Closing Date. The Company shall deliver the Optional Securities through the facilities of DTC unless Xxxxxx Brothers and CS shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties warranties, covenants and agreements herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share98.631% of the principal amount thereof plus accrued interest, if any, from August 13, 2012 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Offered Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the several Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Offered Securities to Txxxxx Wxxxxx or as instructed by the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxxthe Representatives drawn to the order of BRE Properties, designated by the CompanyInc., with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Milbank, Tweed, Xxxxxx & Wxxxxxx LLP 800 XxXxxx LLP, 0 Xxxxx XxxxxxXxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m., 10:00 A.M. (New York time), on August 13, 2007 2012, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) ), shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringOffering. The certificates for the Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Milbank, Tweed, Xxxxxx & Wxxxxxx XxXxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder Stockholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each such Selling ShareholderStockholder, at a purchase price of $ per share, the respective number of Firm Securities set forth below the caption “"Company” " or “"Selling Shareholder”Stockholder", as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian Selling Stockholders will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCredit Suisse First Boston Corporation ("CSFBC") drawn to the order of Advent Software, designated by Inc., in the Companycase of 2,300,000 shares of Firm Securities, with respect to the XxXxxxx/Xxxxxxx Revocable Living Trust, in the case of 100,000 shares of Firm Securities sold by the CompanySecurities, and designated by the Selling ShareholdersXxXxxxx/Xxxxxxx Charitable Remainder Trust, with respect to in the case of 100,000 shares of Firm Securities sold by the Selling Shareholders Securities, at the office of Lxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Professional Corporation, at 10:00 a.m., New York time, on , 2007 2001, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP Xxxxxx, Professional Corporation, at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the Companyorder of Advent Software, Inc., at the above office of 800 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Professional Corporation. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP Xxxxxx, Professional Corporation, at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $[•] per share, that number of Firm Securities (rounded up or down, as determined by Xxxxxxx Xxxxx and Stifel in their discretion, in order to avoid fractions) obtained by multiplying [•] Firm Securities by a fraction the respective numerator of which is the number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B heretoA hereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by Xxxxxxx Xxxxx and Xxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Stifel against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by Xxxxxxx Xxxxx and Xxxxxx drawn to the Company, with respect to order of [ ] in the case of shares of Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Xxx P.C., 000 Xxxx Xxxx Xxxx, Xxx Xxxx 00000Xxxx, XX, at [•] a.m., New York time, on [•], 2007 2012, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Xxxxxxx Xxxxx, Stifel and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, P.C. at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx Xxxxxxx Xxxxx and Stifel given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is [•] and the Underwriters agree, severally denominator of which is the total number of Optional Securities (subject to adjustment by Xxxxxxx Xxxxx and not jointly, Xxxxxx to purchase such Optional Securitieseliminate fractions). Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Xxxxxxx Xxxxx and Stifel to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-over- allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Xxxxxxx Xxxxx and Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Xxxxxxx Xxxxx and Stifel but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx Xxxxxxx Xxxxx and Xxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Xxxxxxx Xxxxx and Stifel, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by Xxxxxxx Xxxxx and Xxxxxx drawn to the Companyorder of [•] in the case of [•] Optional Securities, at the above office of 800 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. P.C. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, P.C. at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, Stockholder agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ $17.79 per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B heretoSecurities. The Company and the Custodian will Selling Stockholder agrees to deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, the Underwriter in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriter against payment of the purchase price by the Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxxthe Underwriter drawn to the order of Selling Stockholder, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxx, Xxxxxxxx 00000 at a.m.10:00 A.M., New York Denver time, on September 9, 2007 2013, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to Xxxxx Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 on the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx the Underwriter given to the Company Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the same purchase price per Security share to be paid for the Firm Securities. The Company Selling Stockholder agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No The Selling Stockholder will have no obligation to sell or deliver, and the Underwriter will have no obligation to purchase, Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Underwriter to the CompanySelling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to Txxxxx Wxxxxx the Underwriter against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, Underwriter drawn to the order of the Selling Stockholder at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx Xxxxx Xxxx LLP at a reasonable time in advance of such on the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeagrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $6.58 per share, the respective that number of Firm Offered Securities obtained by multiplying the number of Offered Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”Shareholder in Schedule A hereto, as the case may be, and by a fraction, the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Offered Securities. The Company and the Custodian Selling Shareholders will deliver the Firm Offered Securities to Txxxxx Wxxxxx or as instructed by the Underwriters for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold Underwriters as specified by the Selling Shareholders to the Underwriters at least 24 hours prior to the Closing Date (as defined below), at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.9:00 A.M., New York time, on January 18, 2007 2017, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP described above at least 24 hours prior to the First Closing Date. In additionWithout limiting the applicability of Section 3 hereof or any other provision of this Agreement, upon written notice from Txxxxx Wxxxxx given with respect to any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Offered Securities being sold by a Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any Securities attributable to such client (with any such shares instead being allocated and sold to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectusother Underwriters) and, accordingly, the Underwriters may purchase all fees or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in other amounts received by such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities transactions contemplated hereby shall be sold not include any fees or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right other amounts attributable to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Dateclient.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $[_______] per share, the respective number numbers of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter in the Underwriters on Schedule B I hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxxthe Representative drawn to the order of BioMed Realty Trust, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Inc. at the office of Lxxxxx Xxxxxx & Wxxxxxx LLP 800 Xxxxxxx LLP, 00000 Xxxx Xxxxx XxxxxxXxxxx, Xxxxx 000, Xxx XxxxXxxxx, Xxx Xxxx XX 00000, at a.m.12:00 p.m., New York time, on [____], 2007 2004, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. "FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representative requests and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx & Wxxxxxx LLP Bird LLP, 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 at least 24 48 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the CompanyRepresentative drawn to the order of BioMed Realty Trust, Inc., at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxx & Xxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representative requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx & Wxxxxxx Bird LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several UnderwritersInitial Purchasers, and each Underwriter of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share(i) 99.483% of the principal amount thereof of the 2014 Notes, plus accrued interest from November 21, 2011 to the Closing Date, the respective number principal amounts of Firm Securities the 2014 Notes set forth below opposite the caption names of the Initial Purchasers in Schedule A hereto, (ii) 99.373% of the principal amount thereof of the 2016 Notes, plus accrued interest from November 21, 2011 to the Closing Date, the respective principal amounts of the 2016 Notes set forth opposite the names of the Initial Purchasers in Schedule A hereto, (iii) 98.497% of the principal amount thereof of the 2021 Notes, plus accrued interest from November 21, 2011 to the Closing Date, the respective principal amounts of the 2021 Notes set forth opposite the names of the Initial Purchasers in Schedule A hereto and (iv) 98.895% of the principal amount thereof of the 2041 Notes, plus accrued interest from November 21, 2011 to the Closing Date, the respective principal amounts of the 2041 Notes set forth opposite the names of the Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the respective purchase prices the Offered Securities to be purchased by each Initial Purchaser hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the “CompanyRegulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Offered Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), and as registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the respective purchase prices the Offered Securities to be purchased by each Initial Purchaser hereunder and to be offered and sold by each Initial Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities of each series of Offered Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or “Selling Shareholder”DTC, as the case may be, and opposite except in the name of such Underwriter limited circumstances described in Schedule B heretothe Final Offering Circular. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx Payment for the accounts of Offered Securities shall be made by the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price Initial Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect Representatives drawn to Firm Securities sold by the Company, and designated by order of the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Company at the office of Lxxxxx Cravath, Swaine & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP, at a.m.10:00 A.M., New York time, on November 21, 2007 2011, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be against delivery to the First Closing Date Trustee as custodian for DTC of (i) the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice Regulation S Global Securities representing all of election to purchase Optional the Regulation S Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the respective accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000offered 144A Securities. The Optional Regulation S Global Securities being purchased on each Optional Closing Date or evidence of their issuance and the Restricted Global Securities will be made available for checking at the above office of Lxxxxx Cravath, Swaine & Wxxxxxx Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share97.0% of the principal amount thereof plus accrued interest from June 24, 2008 to the First Closing Date (as hereinafter defined), the respective number principal amounts of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by CS and UBS drawn to the order of the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxxxxx & Wxxxxxx LLP 800 Xxxxx XxxxxxXxxxxxx LLP, Xxx Xxxx0000 Xxxxxxxxxxxx Xxxxxx XX, Xxx Xxxx Xxxxxxxxxx, XX 00000, at a.m.9:00 A.M., New York time, on June 24, 2007 2008, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CS and UBS and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in the form of one or evidence of their issuance more permanent global Securities in definitive form, in such denominations and registered in such names as CS and UBS request and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxxxx & Wxxxxxx Xxxxxxx LLP at least 24 hours prior to the First Closing Date. The Company shall deliver the Firm Securities through the facilities of the Depositary Trust Company (“DTC”) unless CS or UBS shall otherwise instruct. In addition, upon written notice from Txxxxx Wxxxxx CS and UBS given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for principal amount of the Firm SecuritiesSecurities (including any accrued interest thereon to the related Optional Closing Date). The Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares principal amount of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CS and UBS to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CS and UBS to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx CS and UBS but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CS and UBS drawn to the order of the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxxx & Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date will be in the form of one or evidence of their issuance more permanent global Securities in definitive form, in such denominations and registered in such names as CS and UBS request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxxxx & Wxxxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date. The Company shall deliver the Optional Securities through the facilities of DTC unless CS and UBS shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ (i) $9.00 per shareshare for the first 11,110 shares and (ii) $8.505 per share (the “Basic Purchase Price”), for the remainder of the Offered Securities, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a book entry form reasonably acceptable to through the Underwriters, at the office facilities of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Representative at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.10:00 A.M., New York time, on June 30, 2007 2017, or at such other time not later than seven (7) full business days thereafter as Txxxxx Wxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringoffering contemplated by this Agreement. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging review at the above office offices of Lxxxxx Winston & Wxxxxxx Sxxxxx LLP (“Winston”), 30 X. Xxxxxx Drive, Chicago, Illinois 60601 at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Basic Purchase Price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Representative but shall be not later than five three full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters in a book entry form reasonably acceptable to Txxxxx Wxxxxx through the facilities of DTC against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Representative. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will shall be made available for checking review at the above office offices of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Winston prior to each Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each Selling ShareholderCompany, the Firm Shares at a purchase price of $ $7.49385 per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable Shares to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriter against payment of the purchase price in Federal (same day) funds cash by wire transfer of immediately available funds to an account at a bank acceptable to Txxxxx Wxxxxxor accounts of the Company, which accounts have been designated by the Company, with respect Company in writing at least one day prior to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Closing. The Closing shall be held at the office of Lxxxxx Xxxxxx & Wxxxxxx LLP 800 Xxxxx Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000Xxxxxxxxxxxxx, at 7:00 a.m., New York Pacific Standard time, on January 6, 2007 2003, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriter and the Company determinemay mutually agree, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. .” The certificates for the Firm Securities Shares so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriter request and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx & Wxxxxxx LLP Dodge LLP, at least 24 hours prior to the First Closing Date, or delivered through the facilities of the Depositary Trust Company (DTC) for the account of the Underwriter. In addition, upon on the basis of the representations and warranties herein contained and subject to the terms and conditions hereto set forth, the Company hereby grants an option to the Underwriter to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice from Txxxxx Wxxxxx given (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Underwriter, to the Company from setting forth the number of Option Shares as to which the Option Shares are to be registered and the time and date at which such certificates are to be delivered in the same manner as the Firm Share certificate. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Underwriter but shall not more be earlier than 30 three nor later than 10 full business days subsequent after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of notice of exercise of the Final Prospectusoption is three or more days before the Closing Date, the Underwriters may purchase all or less than all notice of exercise shall set the Optional Securities at Option Closing Date as the purchase price per Security to be paid for the Firm SecuritiesClosing Date. The Company agrees to sell option with respect to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and Option Shares granted hereunder may be purchased by the Underwriters exercised only for the purpose of covering over-to cover over allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless Shares by the Firm Securities previously have been, or simultaneously are, sold and deliveredUnderwriter. The right to purchase the Optional Securities or any portion thereof Underwriter may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated cancel such option at any time upon prior to its expiration by giving written notice by Txxxxx Wxxxxx of such cancellation to the Company. Each time for To the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Dateextent, if any, being sometimes referred to as a “Closing Date”)that the option is exercised, shall payment for the Option Shares will be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver made on the Optional Securities being purchased on each Optional Option Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) day funds by wire transfer to an account at a bank acceptable the order of the Company for the Option Shares to Txxxxx Wxxxxx designated be sold by it against delivery of certificates therefor in the Company, at same manner as the above office delivery of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing DateFirm Shares.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and each Selling Shareholder agree, severally and not jointly, to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $3.168 per share, the respective that number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter Underwriters in Schedule B hereto. A. The Company will issue and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Underwriters for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated the Underwriters as specified by the CompanyCompany to the Underwriters at least 24 hours prior to the First Closing Date (as defined below), with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.9:00 A.M., New York time, on October 19, 2007 2021, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP described above at least 24 hours prior to the First Closing Date. In addition, upon not less than two business days written notice from Txxxxx Wxxxxx the Underwriters given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees to issue and sell to the Underwriters the number of shares of such Optional Securities specified in such notice Securities, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter the several Underwriters in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s Underwriters’ name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Underwriters to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will issue, as applicable, and deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated the Underwriters as specified by the Company, Company at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx Xxxxxxx & Xxxxxxxx LLP described above. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP described above at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder, at a purchase price of $ per share, the respective number of shares of Firm Securities Stock set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such the Underwriter in Schedule B A hereto. The purchase price per share to be paid by the Underwriter to the Company and for the Custodian Stock will be $0.5049 per share (the “Purchase Price”). The Company will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable Stock to the UnderwritersUnderwriter, through the facilities of The Depository Trust Company in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect Underwriter payable to the order of the Company for the Firm Securities Stock sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders them all at the office offices of Lxxxxx & Wxxxxxx LLP 800 Xxxxx XxxxxxXxxxxxxxxx Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at a.m.the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on September 16, 2007 or at 2013, in accordance with Rule 15c6 1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Txxxxx Wxxxxx payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than Firm Stock may be varied by agreement between the otherwise applicable settlement date) shall be Company and the settlement date for payment Underwriter. For the purpose of funds covering any over allotments in connection with the distribution and delivery sale of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at Stock as contemplated by the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities Stock specified in such the written notice delivered by the Underwriter to the Company described below and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears Optional Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the total number date of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesthis Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Underwriter to the Company. Each The option granted hereby may be exercised by written notice being given to the Company by the Underwriter setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by Txxxxx Wxxxxx but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Option Closing Date to or as instructed by Txxxxx Wxxxxx for and the accounts of Closing Date are herein called the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment “Closing Dates.” Payment of the purchase price therefor for and delivery of the Optional Stock shall be made on an Option Closing Date in Federal (the same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, manner and at the above same office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000as the payment for the Firm Stock as set forth above. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available Underwriter proposes to offer the Stock for checking at sale upon the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Credit Suisse First Boston Corporation ("CSFBC"), Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000-0000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by CSFBC drawn to the order of the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxxx Godward LLP, 0000 Xxxxxxxxx Xxxxx, Xxxxx Xxxxxx0000, Xxx XxxxXxxxx, Xxx Xxxx XX 00000, at a.m.7:00 A.M., New York time, on January __, 2007 2000, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the order of the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000CSFBC in New York. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share, the respective number numbers of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx CSFBC, Eleven Madixxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against XX 00000-0000, xxainst payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by CSFBC drawn to the Company, with respect to Firm Securities sold by order of the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Company at the office of Lxxxxx Wilsxx Xxxxxxx Xxxxxxxx & Wxxxxxx LLP 800 Xxxxx XxxxxxXosaxx, Xxx Xxofessional Corporation, 650 Xxxx Xxxx Xxxx, Xxx Xxxx 00000Xxxx, at a.m.XX 00000 xx 10:00 A.M., New York time, on , 2007 2001 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeagrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $7.15 per share, the respective that number of Firm Offered Securities obtained by multiplying the number of Offered Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”Shareholder in Schedule A hereto, as the case may be, and by a fraction, the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Offered Securities. The Company and the Custodian Selling Shareholders will deliver the Firm Offered Securities to Txxxxx Wxxxxx or as instructed by the Underwriters for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold Underwriters as specified by the Selling Shareholders to the Underwriters at least 24 hours prior to the Closing Date (as defined below), at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.9:00 A.M., New York time, on May 26, 2007 2017, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP described above at least 24 hours prior to the First Closing Date. In additionWithout limiting the applicability of Section 3 hereof or any other provision of this Agreement, upon written notice from Txxxxx Wxxxxx given with respect to any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Offered Securities being sold by a Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any Securities attributable to such client (with any such shares instead being allocated and sold to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectusother Underwriters) and, accordingly, the Underwriters may purchase all fees or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in other amounts received by such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities transactions contemplated hereby shall be sold not include any fees or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right other amounts attributable to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Dateclient.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, each of the Company and each the Selling Shareholder agreeStockholder agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each the Selling ShareholderStockholder, at a purchase price of $ $27.84 per share, the respective number of Firm Securities set forth below the caption “Company” or and “Selling ShareholderStockholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Each of the Company and the Custodian Selling Stockholder will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by Credit Suisse for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Credit Suisse against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account account, (x) in the case of 4,000,000 shares of Firm Securities delivered by the Company to the Underwriters, at a bank specified by the Company (and acceptable to Txxxxx Wxxxxx, designated by Credit Suisse) to Credit Suisse drawn to the Company, with respect to order of the Company and (y) in the case of 1,000,000 shares of Firm Securities sold by the Company, and designated delivered by the Selling ShareholdersStockholder to the Underwriters, with respect to Firm Securities sold at a bank specified by the Selling Shareholders Stockholder (and acceptable to Credit Suisse) to Credit Suisse drawn to the order of the Selling Stockholder, in each case, at the office of Lxxxxx Akin Gump Xxxxxxx Xxxxx & Wxxxxxx LLP 800 Xxxxx Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxx, Xxxxx, at a.m.9:00 A.M., New York time, on December 5, 2007 2011, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx shall be agreed upon by the Company, the Selling Stockholder and the Company determineCredit Suisse, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at through the above office facilities of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing DateDTC unless Credit Suisse shall otherwise instruct. In addition, upon written notice from Txxxxx Wxxxxx Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase (i) all or less than all of the Optional Securities to be sold by the Company and (ii) all or less than all of the Optional Securities to be sold by the Selling Stockholder, in each case, at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by each of the Company and the Selling Stockholder as to which the Underwriter is exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares specified in such notice by a fraction the numerator of which is (x) 600,000, in the case of the Company and (y) 150,000 in the case of the Selling Stockholder and the denominator of which is the total aggregate number of Optional Securities that may be purchased by the Underwriters from the Company and the Selling Stockholder under this Agreement (subject to adjustment by Credit Suisse to eliminate fractions). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice in the amount not to exceed 600,000 shares of the Securities and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice in the amount not to exceed 150,000 shares of the Securities. Any Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each of the Company and the Selling Stockholder will deliver the its Optional Securities being purchased on each Optional Closing Date by the Underwriters to or as instructed by Txxxxx Wxxxxx Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Credit Suisse against payment of the purchase price therefor for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to (x) in the case of any Optional Securities delivered by the Company to the Underwriters, an account at a bank specified by the Company (and acceptable to Txxxxx Wxxxxx designated Credit Suisse) to Credit Suisse drawn to the order of the Company and (y) in the case of any Optional Securities delivered by the CompanySelling Stockholder to the Underwriters, an account at a bank specified by the Selling Stockholder (and acceptable to Credit Suisse) to Credit Suisse drawn to the order of the Selling Stockholder, in each case, at the above office of 800 Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxx, Xxxxx. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless Credit Suisse shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share97.75% of the principal amount thereof, plus accrued and unpaid interest from May 13, 2014 to the First Closing Date (as hereinafter defined), the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price the Firm Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons (the “Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect Company and acceptable to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Representatives at the office of Lxxxxx Xxxxx Xxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at a.m.9:00 A.M., New York time, on May 13, 2007 2014, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Firm Securities. The certificates for the Firm Global Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon not less than two business days’ written notice from Txxxxx Wxxxxx the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectustime, the Underwriters may purchase all or less than all of the Optional Securities for a period beginning on, and including, the date hereof and ending on the date that is 12 days after the First Closing Date, at the a purchase price per Security of 97.75% of the principal amount thereof, plus accrued and unpaid interest from May 13, 2014 to be paid for the Firm Securitiesrelated Optional Closing Date. The Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, agree severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares principal amount of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Representatives on behalf of the several Underwriters but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver Payment for the Optional Securities being purchased on each Optional Closing Date and to or as instructed be offered and sold by Txxxxx Wxxxxx for the accounts of Underwriters shall be made by the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, Company and acceptable to the Representatives at the above office of 800 Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The 00000 at 9:00 A.M., New York time, on such Optional Closing Date against delivery to the Trustee of the Global Securities representing all of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeStockholder agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each such Selling ShareholderStockholder, at a purchase price of $ $15.36 per share, the respective number of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter in Schedule B hereto and under the name of such Selling Stockholder in Schedule B hereto. The Company Selling Stockholders agree, severally and the Custodian will not jointly, to deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by Credit Suisse drawn to the Company, with respect to Firm Securities sold by the Company, and designated by order of each of the Selling ShareholdersStockholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Holme Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxx, Xxxxxxxx 00000 at a.m.10:00 A.M., New York Denver time, on August 18, 2007 2010, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Holme Xxxxxxx & Wxxxxxx LLP at least 24 hours prior to Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 on the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx Credit Suisse given to the Company Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per Security share to be paid for the Firm Securities. The Company Each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No The Selling Stockholders will have no obligation to sell or deliver, and the Underwriters will have no obligation to purchase, Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Credit Suisse to the Companyeach Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx the Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by Credit Suisse drawn to the Company, order of each of the Selling Stockholders at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Holme Xxxxxxx & Xxxx 00000LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Holme Xxxxxxx & Wxxxxxx Xxxx LLP at a reasonable time in advance of such on the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeagrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $9.85 per share, that number of Firm Securities obtained by multiplying the respective number of Firm Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”Shareholder in Schedule A hereto, as the case may be, and by a fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian Selling Shareholders will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Underwriters for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold Underwriters as specified by the Selling Shareholders to the Underwriters at least 24 hours prior to the First Closing Date (as defined below), at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.9:00 A.M., New York time, on July 15, 2007 2014, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP described above at least 24 hours prior to the First Closing Date. In addition, upon not less than one business day written notice from Txxxxx Wxxxxx the Underwriters given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees Selling Shareholders agree to sell sell, severally and not jointly, to the Underwriters the respective number of shares Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter the several Underwriters in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Underwriters to the CompanyCompany and the Selling Shareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Shareholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated the Underwriters as specified by the Company, Selling Shareholders at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx Xxxxxxx & Xxxxxxxx LLP described above. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP described above at a reasonable time in advance of such Optional Closing Date. Without limiting the applicability of Section 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Offered Securities being sold by a Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any Common Shares attributable to such client (with any such shares instead being allocated and sold to the other Underwriters) and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agreeStockholder agrees, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ $13.946 per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) in their discretion, in order to avoid fractions) obtained by multiplying, in the respective case of each Selling Stockholder, the number of Firm Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”, as Stockholder in Schedule A hereto by a fraction the case may be, and numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian Selling Stockholders will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP at 800 Xxxxx XxxxxxXxxxxxxx LLP, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCSFB and Xxxxxx Xxxxxxx drawn to the order of Charlesbank Equity Fund II, designated by Limited Partnership in the Company, with respect to case of 2,406,000 shares of Firm Securities sold by and Vestar Capital Partners, Inc. in the Companycase of 2,440,000 shares of Firm Securities, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxx LLP, at a.m.10 A.M., New York time, on November 14, 2007 2003, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFB, Xxxxxx Xxxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Xxxxxx Xxxxxxx requests and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFB and Xxxxxx Xxxxxxx given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFB and Xxxxxx Xxxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFB and Xxxxxx Xxxxxxx to the CompanyCompany and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx CSFB and Xxxxxx Xxxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFB and Xxxxxx Xxxxxxx drawn to the Company, order of the Company at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Xxxxxx Xxxxxxx requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date. As compensation for the Underwriters’ commitments, the Company and each Selling Stockholder, severally and not jointly, will pay to the Representatives for the Underwriters’ proportionate accounts the sum of $0.1470 per share times the total number of Offered Securities purchased by the Underwriters from the Company and such Selling Stockholder on each Closing Date. Such payment will be made on each Closing Date with respect to the Offered Securities purchased on such Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share98.793% of the principal amount thereof plus accrued interest, if any, from December 9, 2010 to the Closing Date (as hereinafter defined) the respective number principal amounts of Firm Offered Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Offered Securities to Txxxxx Wxxxxx or as instructed by the Underwriters for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect Underwriters drawn to Firm Securities sold by the Company, and designated by order of the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Company at the office of Lxxxxx Shearman & Wxxxxxx LLP 800 Xxxxx Sterling LLP, 000 Xxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxxxxx, Xxxxxxxxxx, at a.m.7:00 A.M., New York time, on December 9, 2007 2010, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Shearman & Wxxxxxx Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder agree, severally and not jointly, to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each the Selling Shareholder, at a purchase price of $ $_____ per share, the respective number numbers of shares of Firm Securities set forth below the caption “"Company” " or “"Selling Shareholder”", as the case may be, and opposite the name of such Underwriter in Schedule B A hereto. The Company and the Custodian Selling Shareholder will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCredit Suisse First Boston Corporation ("CSFBC") drawn to the order of Silverleaf Resorts, designated by the CompanyInc., with respect to Firm Securities sold by the Companyaccount number ___________, and designated by to the Selling Shareholdersorder of Robexx X. Xxxx, with respect to Firm Securities sold by the Selling Shareholders xxcount number ___________ , at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxcounsel for the Underwriters at 9:00 A.M. (New York time), Xxx Xxxxon ________ __, Xxx Xxxx 000001998, at a.m.9:00 A.M., New York time, on ________, 2007 1998, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at CSFBC, 5 Woxxx Xxxxx Xxxxxx, Xxx Xxxx, X.X. 00000, xx least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company Selling Shareholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company Selling Shareholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the CompanySelling Shareholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Shareholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the Companyorder of Robexx X. Xxxx, xxcount number ___________ at the above office of 800 Xxxxx Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., 3700 Xxxxxxxxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx XX 00000. The Xhe certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at CSFBC, 5 Woxxx Xxxxx Xxxxxx, Xxx Xxxx, X.X. 00000 xx a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $_____ per share, the respective number numbers of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B SCHEDULE A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCitigroup, designated by FBR and Wachovia Capital Markets drawn to the Companyorder of Maguire Properties, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Inc. at the office of Lxxxxx Latham & Wxxxxxx LLP 800 Watkins LLP, 633 W. Xxxxx XxxxxxStreet, Xxx XxxxSuite 4000, Los Angeles, CA 00000, ax 00:00 a.m., Xxx Xxxx 00000xxxx, at a.m.xx Xxxxxxx __, New York time0000, on , 2007 or at such other xx xx xxxx xxxxx time not later than seven full business days thereafter as Txxxxx Wxxxxx Citigroup, FBR, Wachovia Capital Markets and the Company determine, such time being herein referred to as the “First Closing Date”. "FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Citigroup, FBR and Wachovia Capital Markets request and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Clifford Chance US LLP, 200 Park Avenue, New York, NY 10016 at least 24 hours 20 xxxxx prior to the First Closing DateFirxx Xxxxxxx Xxxx. In additionXx xxxxxxxx, upon written notice from Txxxxx Wxxxxx Citigroup, FBR and Wachovia Capital Markets given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Citigroup, FBR and Wachovia Capital Markets to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Citigroup, FBR and Wachovia Capital Markets and to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx Citigroup, FBR and Wachovia Capital Markets, but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by Citigroup, FBR and Wachovia Capital Markets drawn to the Companyorder of Maguire Properties, Inc., at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Latham & Watkins LLP. The cxxxxxxxates for the Optional Securities being purchased on beixx xxxchaxxx xx each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Citigroup, FBR and Wachovia Capital Markets request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx Clifford Chance US LLP at a reasonable time in advance of such Optional Closing Optionax Xxxxxxg Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $16.75 per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B heretoSecurities. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx for the accounts of the several UnderwritersUnderwriter, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, United States financial institution designated in advance in writing by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Skadden, Arps, Slate, Meagher & Wxxxxxx LLP 800 Xxxxx XxxxxxFlom LLP, at 9:00 A.M., Xxx Xxxx, Xxx Xxxx 00000, at a.m., New York timeXork xxxe, on December 10, 2007 2001, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Salomon Smith Barney Inc. ("Saloxxx Xxxxx Xxxney") and the Company determineCxxxxxx xxxxxxixx, such xxch time being herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering". The certificates for the Firm Securities so to be so delivered or evidence of their issuance will be made in definitive form, in such denominations and registered in such names as Salomon Smith Barney requests anx xxxx xx xxxe available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx Salomon Smith Barney given to the Company from time thx Xxxxxxx xxxm xxxx to time not more than 30 days subsequent to the date of the Final ProspectusProspectus Supplement, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each the Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time in accordance with this Section 3 and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Salomon Smith Barney to the CompanyCompxxx. Each Xxch time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Txxxxx Wxxxxx Salomon Smith Barney but shall be not later than five bx xxx xxxxx xhxx xxxe full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriter, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx United States financial institution designated in advance in writing by the Company, at the above office of 800 Xxxxx XxxxxxSkadden, Xxx XxxxArps, Xxx Xxxx 00000Slate, Meagher & Flom LLP. The Optional certificxxxx xxr txx Xptional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Salomon Smith Barney requests upxx xxxxxxxxxx notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time least 24 hours in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agreeStockholder agrees, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) in their discretion, in order to avoid fractions) obtained by multiplying, in the respective case of each Selling Stockholder, the number of Firm Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”, as Stockholder in Schedule A hereto by a fraction the case may be, and numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian Selling Stockholders will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP at 800 Xxxxx XxxxxxXxxxxxxx LLP, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by CSFB and Xxxxxx Xxxxxxx drawn to the Company, with respect to order of in the case of shares of Firm Securities sold by and in the Companycase of shares of Firm Securities, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxx LLP, at a.m.A.M., New York time, on , 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFB, Xxxxxx Xxxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Xxxxxx Xxxxxxx requests and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFB and Xxxxxx Xxxxxxx given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFB and Xxxxxx Xxxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFB and Xxxxxx Xxxxxxx to the CompanyCompany and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx CSFB and Xxxxxx Xxxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFB and Xxxxxx Xxxxxxx drawn to the Company, order of the Company at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Xxxxxx Xxxxxxx requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx Xxxxxxx Xxxxxxx & Wxxxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date. As compensation for the Underwriters’ commitments, the Company and each Selling Stockholder, severally and not jointly, will pay to the Representatives for the Underwriters’ proportionate accounts the sum of $ per share times the total number of Offered Securities purchased by the Underwriters from the Company and such Selling Stockholder on each Closing Date. Such payment will be made on each Closing Date with respect to the Offered Securities purchased on such Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder Stockholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions) obtained by multiplying 7,200,000 Firm Securities in the respective case of the Company and the number of Firm Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”Stockholder in Schedule A hereto, as in the case may beof a Selling Stockholder, and in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian Selling Stockholders will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCSFBC drawn to the order of the Company in the case of 7,200,000 shares of Firm Securities, designated by the CompanyWallxxx X. Xxxxx Xxxst Dated October 14, with respect to 1991 in the case of 510,000 Firm Securities sold by Shares and MascoTech, Inc. in the Companycase of 4,290,000 shares of Firm Securities, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx XxxxxxHonixxxx Xxxlxx Xxxwxxxx xxx Cohn, Xxx Xxxx, Xxx Xxxx 00000, at xx 9:00 a.m., New York time, on August __, 2007 2000, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering"FIRST CLOSING DATE". The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at Honixxxx Xxxlxx Xxxwxxxx xxx Cohn xx least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such Optional Securitiesnotice by 42.5% and 57.5% in the case of The Wallxxx X. Xxxxx Xxxst Dated October 14, 1991 and MascoTech, Inc., respectively (subject to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the CompanyCompany and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the Companyorder of The Wallxxx X. Xxxxx Xxxst Dated October 14, 1991 in the case of 42.5% of the Optional Securities and MascoTech, Inc. in the case of 57.5% of the Optional Securities, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Honixxxx Xxxlxx Xxxwxxxx xxx Cohn. The Xxe certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at Honixxxx Xxxlxx Xxxwxxxx xxx Cohn xx a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $[____] per share, the respective number numbers of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx XxxxxxCSFBC, Xxx XxxxEleven Madison Avenue, Xxx Xxxx 00000 New York, New York, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by CSFBC drawn to the Company, with respect to Firm Securities sold by order of the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Company at the office of Lxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Wxxxxxx Xxxxxxxxx, LLP 800 ("XXXXXXXXX XXXXXXX"), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, at a.m.10:00 A.M., New York time, on July [__], 2007 1999 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”. "FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters Underwriters, at the above office of CSFBC in a form reasonably acceptable to Txxxxx Wxxxxx New York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the Company, order of the Company at the above office of 800 Xxxxx XxxxxxXxxxxxxxx Xxxxxxx in Menlo Park, Xxx Xxxx, Xxx Xxxx 00000California. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ U.S.$______ per shareADS, the respective number numbers of ADSs constituting the Firm Securities and the Additional New Shares set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx______________________________________, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in U.S. dollars in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by Credit Suisse First Boston Corporation ("CSFBC") drawn to the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders order of ___________________________ at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000___________________________, at a.m._______ A.M., New York time, on _____________, 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”. "FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for ADRs evidencing the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP _______________________________ at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company and the Existing Shareholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities Additional New Shares at the purchase price per Security ADS (for any Additional New Shares delivered in ADS form) or per ordinary share (for any Additional New Shares delivered in ordinary form), as applicable to be paid for the Firm Securities. The Company agrees to sell issue to the Underwriters the number of shares of Optional Securities specified in such notice Additional New Shares and the Underwriters agree, severally and not jointly, to purchase subscribe such Optional SecuritiesAdditional New Shares. Such Optional Securities Additional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of ADSs constituting the Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of ADSs constituting the Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities Additional New Shares shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase subscribe the Optional Securities Additional New Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the Company. It is understood that CSFBC is authorized to make payment for and accept delivery of such Additional New Shares on behalf of the Underwriters pursuant to the terms of CSFBC's instructions to the Company. Each time for the delivery of and payment for the Optional SecuritiesAdditional New Shares, being herein referred to as an “Optional Closing Date”, "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities subscribe the Additional New Shares is given. The Company and the Existing Shareholder will deliver the Optional Securities Additional New Shares being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, at the office of _____________________________, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFBC drawn to the Companyorder of _______________________________________, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000____________________________________. The Optional Securities ADRs evidencing the Additional New Shares being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP _________________________________ at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agree to issue and/or sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling Shareholder, Shareholders at a purchase price of $ $[·] per shareADS (representing the initial public offering price less the underwriting discount, the “Purchase Price”), the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of the Underwriters in Schedule A-1 hereto, plus any additional number of Firm Securities which such Underwriter in Schedule B heretomay become obligated to purchase pursuant to the provisions of Section 11 (Default of Underwriters) hereof (rounded up or down at the discretion of the Representative to avoid fractions). The Company and the Custodian Selling Shareholders will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters through the facilities of the Depository Trust Company (the “DTC”) in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Representative against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Representative drawn to the order of the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx O’Melveny & Wxxxxxx LLP 800 Xxxxx LLP, Xx. 0 Xxxxxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx Xxxxxx Xxxxxx Xxxxx 00xx Xxxxx, Xxx Xxxx 00000Xxxxxxxx Xxxxxxxx, Xxxxxxx 000000, People’s Republic of China, at a.m.[·] A.M., New York time, on [·], 2007 2015, or at such other time not later than seven (7) full business days thereafter as Txxxxx Wxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to will be in book entry form, in such denominations and registered in such names as the Representative requests, and will be delivered or evidence through the facilities of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing DateDTC. In addition, upon written notice from Txxxxx Wxxxxx the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm SecuritiesPurchase Price. The Company agrees to issue and sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be issued, sold or delivered unless the Firm Securities previously have been, or simultaneously are, issued, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Representative but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx the Representative, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the Representative drawn to the order of the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agreeStockholder agrees, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderStockholder, at a purchase price of $ $8.2345 per share, that number of Firm Securities (subject to adjustment by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to eliminate fractions) obtained by multiplying the respective number of Firm Securities set forth below opposite the caption “Company” or “name of such Selling Shareholder”, as Stockholder in Schedule A-2 hereto by a fraction the case may be, and numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretoA-1 hereto and the denominator of which is the total number of Firm Securities. The Company and the Custodian Selling Stockholders will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the UnderwritersXxxxxxx Lynch, at the office of Lxxxxx Pierce, Xxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Incorporated against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx WxxxxxXxxxxxx Lynch, designated by Pierce, Xxxxxx & Xxxxx Incorporated drawn to the Company, with respect to Firm Securities sold by the Company, and designated by order of the Selling ShareholdersStockholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxx Xxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxxxx LLP, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at a.m.10:00 A.M., New York time, on August 14, 2007 2013, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase purchase, the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A-2 hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to eliminate fractions and for any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name on Schedule A-1 bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm SecuritiesUnderwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representatives to the CompanyCompany and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated drawn to the Companyorder of the Selling Stockholders in the case of the Optional Securities, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000& Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxx Xxxx & Wxxxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share97.5% of the principal amount thereof plus accrued interest from February 7, 2007 to the First Closing Date (as hereinafter defined), the respective number principal amounts of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Underwriters against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by Xxxxxx Brothers and CS drawn to the order of the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx & Wxxxxxx LLP 800 Xxxxx XxxxxxDay, Xxx 0000 Xxxxxxxxxxx Xxxx, Xxx Xxxx Xxxx, XX 00000, at a.m.9:00 A.M., New York time, on February 7, 2007 2007, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Xxxxxx Brothers and CS and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in the form of one or evidence of their issuance more permanent global Securities in definitive form, in such denominations and registered in such names as Xxxxxx Brothers and CS request and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Xxxxx Day at least 24 hours prior to the First Closing Date. The Company shall deliver the Firm Securities through the facilities of the Depositary Trust Company (“DTC”) unless CS or Xxxxxx Brothers shall otherwise instruct. In addition, upon written notice from Txxxxx Wxxxxx Xxxxxx Brothers and CS given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for principal amount of the Firm SecuritiesSecurities (including any accrued interest thereon to the related Optional Closing Date). The Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares principal amount of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Xxxxxx Brothers and CS to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Xxxxxx Brothers and CS to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Xxxxxx Brothers and CS but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by Xxxxxx Brothers and CS drawn to the order of the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Day. The Optional Securities being purchased on each Optional Closing Date will be in the form of one or evidence of their issuance more permanent global Securities in definitive form, in such denominations and registered in such names as Xxxxxx Brothers and CS request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP Xxxxx Day at a reasonable time in advance of such Optional Closing Date. The Company shall deliver the Optional Securities through the facilities of DTC unless Xxxxxx Brothers and CS shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share, the respective number numbers of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by Bear Xxxxxxx or Xxxxx & Co. drawn to the Company, with respect to Firm Securities sold by order of the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders Company at the office of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP 800 (“Xxxxxx & Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 at a.m.10:00 A.M., New York time, on , 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Bear Xxxxxxx or Xxxxx & Co. and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking in definitive form, in such denominations and packaging at the above office of Lxxxxx registered in such names as Bear Xxxxxxx or Xxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing DateCo. requests. In addition, upon written notice from Txxxxx Wxxxxx Bear Xxxxxxx or Xxxxx & Co. given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by Txxxxx Wxxxxx Bear Xxxxxxx or Xxxxx & Co. to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Bear Xxxxxxx or Xxxxx & Co. to the CompanyCompany given within the 30-day time period specified in the first sentence of this paragraph. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Bear Xxxxxxx or Xxxxx & Co. but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by Bear Xxxxxxx or Xxxxx & Co. drawn to the order of the Company, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxx & Xxxxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx in definitive form, in such denominations and registered in such names as Bear Xxxxxxx or Xxxxx & Wxxxxxx LLP at a Co. requests upon reasonable time in advance of notice prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ per share97.5% of the principal amount thereof (plus accrued interest thereon from January 22, 2007), the respective number principal amounts of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx or as instructed by the Representative for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, Underwriters in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx, designated by the Company, with respect Representative drawn to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders order of Washington Real Estate Investment Trust at the office of Lxxxxx Xxxxxx & Wxxxxxx LLP 800 Xxxxx Xxxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx XX, 00000, at a.m.10:00 A.M., New York time, on January 22, 2007 2007, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares principal amount of Firm Securities (subject to adjustment by Txxxxx Wxxxxx the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representative for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx the Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by the CompanyRepresentative drawn to the order of Washington Real Estate Investment Trust, at the above office of 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxx & Xxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ $12.09 per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter in Schedule B hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx Xxxxxx Xxxxxx for the accounts of the several Underwriters, or as instructed by Txxxxx WxxxxxXxxxxx Xxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP at 800 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx WxxxxxXxxxxx Xxxxxx, designated by the Company, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP 800 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time, on December 24, 2007 or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx Xxxxxx Xxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Txxxxx Wxxxxx Xxxxxx Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx Xxxxxx Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx Xxxxxx Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Txxxxx Wxxxxx Xxxxxx Xxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx Xxxxxx Xxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Xxxxxx Xxxxxx against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx Xxxxxx Xxxxxx designated by the Company, at the above office of 800 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $15.31 per share, the respective number numbers of shares of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name names of such Underwriter the Underwriters in Schedule B A annexed hereto. ---------- The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives in book entry form through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account of the Company at a bank acceptable to Txxxxx WxxxxxCTC NJ/Xxxxxxxxx in Princeton, designated by New Jersey, in connection with the Companyclosing of such transactions, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Xxxxxxxx Chance Xxxxxx & Wxxxxxx LLP 800 Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a.m.10:00 A.M., New York time, on November 16, 2007 2001, or at such other time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”. ." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior Prior to the First Closing Date, the Company will also deliver the form of fully registered global certificate that will be deposited with DTC for the Firm Securities that the several Underwriters have agreed to purchase hereunder. In addition, upon written notice from Txxxxx Wxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Final ProspectusProspectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the NYSE is open for trading), the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Underwriters shall not be under any obligation to purchase any of the Optional Securities prior to the exercise of such option. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Txxxxx Wxxxxx CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives in book entry form through the facilities of DTC on each Optional Closing Date for the respective accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by of the Company, in connection with the closing of the transactions, at the above office of 800 Xxxxxxxx Chance Xxxxxx & Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP. The Optional Securities being purchased on Prior to each Optional Closing Date or evidence Date, the Company will also deliver the form of their issuance fully registered global certificate that will be made available deposited with DTC for checking at the above office of Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of such Optional Closing DateSecurities that the several Underwriters have agreed to purchase hereunder.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to the several Underwriterseach Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of $ $[ ] per share, the respective number of Firm Securities set forth below the caption “"Company” or “Selling Shareholder”, as the case may be, " and opposite the name of such Underwriter in Schedule B hereto. The Company and the Custodian will deliver the Firm Securities to Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters, or as instructed by Txxxxx Wxxxxx, in a form reasonably acceptable to the Underwriters, at the office of Lxxxxx & Wxxxxxx LLP at 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to Txxxxx WxxxxxCredit Suisse First Boston LLC ("CSFB") and Goldman Sachs & Co. ("GOLDMAN SACHS") drawn to the order of AMIS Holdixxx, designated by Xxc. xx the Companycase xx xxx Firm Securities, with respect to Firm Securities sold by the Company, and designated by the Selling Shareholders, with respect to Firm Securities sold by the Selling Shareholders at the office of Lxxxxx Cravath, Swaine & Wxxxxxx LLP 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Moore LLP, at a.m.10:00 A.M., New York time, on [ ], 2007 2003, or at such other sucx xxxer time not later than seven full business days thereafter as Txxxxx Wxxxxx CSFB, Goldman Sachs and the Company determine, such time being herein referred to as referrxx xx xs the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Goldman Sachs request and will be made available for checking and packaging at the packxxxxx xt xxx above office of Lxxxxx Cravath, Swaine & Wxxxxxx Moore LLP at least 24 hours prior to the First Closing Date. Cexxxxxcates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements (the "CUSTODY AGREEMENTS") made with Wells Fargo Bank Minnesota, National Association, as custodian (the "CXXXXXIAN"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. In addition, upon written notice from Txxxxx Wxxxxx CSFB and Goldman Sachs given to the Company and the Selling Stockholders from time to time txxx xx txxx xut not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption "Number of Optional Securities to be Sold" and the denominator of which is the total number of Optional Securities (subject to adjustment by CSFB and Goldman Sachs to eliminate fractions). The Company agrees to sell to txx Xxxxrwriters 2,306,743 shares of Optional Securities following the purchase such by the Underwriters of an aggregate of 1,443,257 shares of Optional SecuritiesSecurities from the Selling Stockholders. Such Optional Securities shall be purchased from each Selling Stockholder or the Company, as applicable, for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Txxxxx Wxxxxx CSFB and Goldman Sachs to eliminate fractions) and may be purchased by the Underwriters only Undexxxxxxxs xxxx for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Txxxxx Wxxxxx CSFB and Goldman Sachs to the CompanyCompany and the Selling Stockholders. Each time for xxxx xor the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Txxxxx Wxxxxx CSFB and Goldman Sachs but shall be not earlier than two business days (one busxxxxx xax xx the case of the First Closing Date) and not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Txxxxx Wxxxxx the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Txxxxx Wxxxxx Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Txxxxx Wxxxxx designated by CSFB and Goldman Sachs drawn to the Companyorder of [ ], at the above office of 800 Xxxxx XxxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx 00000Swaine & Moore LLP. The certificates for the Optional Securities being purchased on purchasex xx each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Goldman Sachs requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Lxxxxx Cravath, Swaine & Wxxxxxx Moore LLP at a reasonable time in advance of such Optional Closing DateDatx.