Common use of Purchase, Sale and Delivery of the Shares Clause in Contracts

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, each Selling Shareholder agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of each of the Selling Shareholders shall be several and not joint. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds to account(s) designated by each Selling Shareholder, in each case against delivery of book-entry interests or certificates, as applicable, therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” The book-entry interests or certificates, as applicable, for the Firm Shares, will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees Selling Shareholders listed on Schedule II hereto hereby grant an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Company, Option Shares at a purchase the price per share of $____, the as set forth in Section 2(a) hereof. The maximum number of Firm Option Shares to be sold by the Selling Shareholders is set forth opposite their respective names on Schedule A hereto together with II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any additional time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Selling Shareholders setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Underwriter may become obligated book-entry interests or certificates, as applicable, are to purchase pursuant be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to the provisions of Section 10 hereof. (b) Payment be sold by each of the purchase price for, and delivery of certificates representing, the Firm Shares Selling Shareholders listed on Schedule II hereto shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, determined on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed a pro rata basis in accordance with the provisions of Section 10 hereof) following percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which book-entry interests or certificates, as applicable, for Option Shares are to be delivered shall be determined by the date of the effectiveness of the Registration Statement, or such other time Representative but shall not be earlier than three nor later than ten (10) 10 full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (such time and date of payment and delivery being herein called referred to as the “Option Closing Date”). The closing If the date of exercise of the payment option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. You, as Representative of the purchase price forseveral Underwriters, and delivery may cancel such option at any time prior to its expiration by giving written notice of certificates representingsuch cancellation to the Selling Shareholders. To the extent, if any, that the Firm Shares option is referred to herein as the “Closing.” (c) Payment of the purchase price exercised, payment for the Firm Option Shares shall be made by wire transfer on the Option Closing Date in immediately available federal (same day) funds drawn to or as directed by the Company upon order of each Selling Shareholder against delivery of certificates for the Firm Shares to the Representatives book-entry interests or certificates, as applicable, therefor through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per Share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made by wire transfer to an account specified by the Company or by certified or bank cashier’s checks payable in same-day funds drawn to the order of the Company, against either uncertificated delivery of Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the Underwriters to purchase from the Company, Option Shares at a purchase the price per share Share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of $____this Agreement, by the Representative to the Company setting forth the number of Firm Option Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares as to which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of Underwriters are exercising the purchase price for, and delivery of certificates representingoption, the Firm names and denominations in which the Option Shares are to be registered and the time and date at which certificates representing such Shares are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon determined by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time Representative but shall not be earlier than three nor later than ten (10) 10 full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (such time and date of payment and delivery being herein called referred to as the “Option Closing Date”). The closing If the date of exercise of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares option is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to three or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in same day funds and, at the option of the Representative, by bank wire to an account specified by the Company, or certified or bank cashier’s check drawn to the order of the Company will permit for the Representatives Option Shares to examine and package be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for delivery at least one (1) the Option Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, as additional compensation for its services, warrants (the “Representative’s Warrants”) for the purchase of up to Shares at a price of $ per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative’s Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 A.M.A.M. on July ___, New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day 1999 (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementFirm Shares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) ------------ Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before hours prior to the Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to __________ Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing ------------------ Date"); provided, however, that the Additional Closing Date shall not be ---- earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds each payable to the order of the Company at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Underwriters. (f) The Company and the Underwriters agree that up to _______ of the Firm Shares to be purchased by the Underwriters (the "Reserved Shares") --------------- shall be reserved for sale by the Underwriters to certain individuals and entities having business relationships with the Company, as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the NASD and all other applicable laws, rules and regulations. To the extent that such Reserved Shares are not orally confirmed for purchase by such individuals and entities having business relationships with the Company by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the public offering contemplated hereby.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters 2,250,000 Firm Shares; the Selling Shareholder agrees to sell to the Underwriters the number of Firm Shares set forth opposite such Selling Shareholder's name in Schedule II hereto; and each Underwriter, of the Underwriters severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_____ per share, the number of Firm Shares set forth opposite their respective names on such Underwriter's name in Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofI hereto. (b) Payment The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares, all or any portion of the Option Shares at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date the Registration Statement becomes effective or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice or notice by telephone (confirmed in writing) to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to in such notice are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in (c) Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Company and the Selling Shareholder to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price fortherefor, and delivery of certificates representingin same day funds by wire transfer to the respective accounts designated by the Company or the Selling Shareholder, as the Firm Shares shall be made case may be, at the offices of the Underwriters’ Counsel▇. ▇. ▇▇▇▇▇▇▇▇ & Co., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall may be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing▇.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell [ ] of the Firm Shares to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____$ , the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment Delivery of the Firm Shares to the Underwriters shall be made, against payment of the purchase price fortherefore, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ CounselBaker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on , 2005, or at such other place time as shall be agreed upon by the Representatives Underwriters and the Company. The time and date of such delivery and payment are herein called the "Closing Date." On the Closing Date, at 10:00 A.M.one or more Firm Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York City ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the "Global Shares") shall be delivered by the Company to Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. ("Ladenburg"), as agent for the Underwriters, against payment by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire transfer. The Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company from Ladenburg on behalf of the Underwriters. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Ladenburg on behalf of the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Additional Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Additional Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to [# OF FIRM SHARES] subject, however, to such adjustments to eliminate any fractional shares as Ladenburg on behalf of the Underwriters in its sole discretion shall make. Delivery of the Additional Shares to the Underwriters shall be made, against payment of the purchase price therefore, at the offices of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the "Additional Global Shares") shall be delivered by the Company to Ladenburg, as agent for the Underwriters, against payment by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire transfer. The Additional Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company at a purchase price per share of $____$ [ ], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇LLP ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third (3rd) or[ ], as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2008, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed in writing by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before the Closing Daterequest. The Company will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (d) Payment of the purchase price for the Additional Shares to be sold by the Company shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request at least two business days before the Additional Closing Date. Payment for the Additional Shares to be sold by the Company shall be made to or upon the order of the Company of the purchase price by wire transfer in same day funds to the Company at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representative for the respective accounts of the Underwriters. The Company will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm's length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company on the one hand and the Underwriters on the other hand has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters' obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) the Company has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Morrison & Foerster, LLP ("Underwriters’ ' Counsel"), ▇▇▇ ▇▇▇▇▇or at such other p▇▇▇▇ ▇▇ sha▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed reed upon by the Representatives Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Managers and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company and the Custodian (pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholder's obligations hereunder and (ii) the Custodian is authorized to deduct or such payment any such amounts from the proceeds to the Selling Stockholder hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Lead Managers may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Lead Managers to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (d) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 750,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Stearns, when the Additional Shares are to be delivered (any such date ▇▇▇ ▇▇me being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as Bear Stearns in its sole discretion shall make. (e) Payment of ▇▇▇ ▇▇rchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by Bear Stearns and the Company. (f) Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $.____, the number of Firm Shares set forth opposite their the respective names of the Underwriters on Schedule A I hereto together subject to adjustments in accordance with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselRepresentative, 300 Plaza Level, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, _______ a.m. on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, or fourth (4th) full business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) 10 business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in of immediately available funds to or as directed an account designated by the Company upon Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Representative may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. If the Representative so elects, delivery of the Firm Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 300,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over- allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before 45 days following the date of the Prospectus, by oral notice by the Representative to the Company, which must be confirmed in writing. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the ("Additional Closing Date"); provided, however, that the Additional Closing Date will not be earlier than the Closing Date or earlier than the third full business day after the date on which the option shall have been exercised nor later than the ten full business days after the date on which the option shill have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date, if the Representative so elects, delivery of the Additional Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to 2,000,000, subject, however, to such adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer of immediately available funds to an account designated by the Company, and the closing shall take place at the offices of the Representative, 300 Plaza Level, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representative for the respective accounts of the Underwriters. (d) On the Closing Date, the Company will sell the Representative's Warrants to the Representative or to the Representatives' permitted designees limited to officers of the Representative, members of the selling group and/or their officers or partners (collectively, the "Representative's Designees"). The Representative's Warrants will be in the form of, and substantially in accordance with, the provisions of the Representative's Warrants filed as an exhibit to the Registration Statement. The purchase price for the Representative's Warrants is One Hundred Dollars ($100.00). The Representative's Warrants will be restricted from sale, transfer, assignment or hypothecation for a period of one (1) year from the date of effectiveness of the Registration Statement except to the Representative's Designees. Payment for the Representative's Warrants will be made to the Company by check or checks payable to its order on the Closing Date against delivery of the certificates representing the Representative's Warrants. The certificates representing the Representative's Warrants will be in such denominations and such names as the Representative mutually instructs the Company in writing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselSidley & Austin, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., A.M. New York City time, time on the third or fourth business day (3rdas permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness initial public offering price of the Registration StatementShares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. If you so elect, delivery of the Firm Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to [__________] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over- allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time or from time to time in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. If you so elect, delivery of the Additional Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to [______] Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Sidley & Austin, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters _________ Firm Shares, and (ii) each Underwriter agrees, severally and not jointly, to purchase in the amounts set forth their respective names on Schedule I, at a price of $______ per share, the Firm Shares from the Company. Certificates evidencing the Shares shall be in definitive form and shall be registered in such names and in such denominations as the Representative shall request at least two (2) business days prior to the Closing Date or the Option Closing Date, as the case may be, by written notice to the Company. For the purpose of expediting the checking and packaging of certificates for the Shares, the Company agrees to make such certificates available for inspection at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of DTC or its designated custodian. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Representative and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the Underwriters to purchase from the Option Shares at the price per share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, giving notice to the Company, setting forth the number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at a purchase price per share which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days 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 exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by the Representative in such Underwriter may become obligated manner as to purchase pursuant avoid fractional shares. The option with respect to the provisions of Section 10 hereof. (b) Payment Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the purchase price forFirm Shares by the Underwriters. You, and delivery as the Representative of certificates representingthe several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Firm Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made at on the offices Option Closing Date in Federal (same day) funds drawn to the order of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and against delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives therefor through the facilities of The the Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representationsrepresentations and warranties herein contained and shall be subject to the terms and conditions herein set forth. (b) In addition, warranties, covenants on the basis of the representations and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriterthe Underwriters named in such Terms Agreement, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, up to the number of Firm Shares Option Securities set forth opposite their respective names on Schedule A hereto together therein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with any additional respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if granted, will expire 30 days or such lesser number of Shares days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by you to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter may become obligated has severally agreed to purchase pursuant as set forth in the applicable Terms Agreement bears to the provisions total number of Section 10 hereofInitial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (bc) Payment of the purchase price for, and delivery of certificates representingof, the Firm Shares Underwritten Securities to be purchased by the Underwriters shall be made at the offices office of the Underwriters’ CounselSidley Austin Brown & Wood LLP, ▇▇▇ ▇▇787 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇nue, ▇▇▇ ▇▇▇▇w York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange 1934 Act, fourth (4th) business day (unless postponed in accordance ▇▇ ▇▇▇▇▇dance with the provisions of Section 10 hereof9) following specified in the date of the effectiveness of the Registration Statement, applicable Terms Agreement or at such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (each such time and date of payment and delivery being herein called the “referred to as a "Closing Date”Time"). The closing In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates representing, such Option Securities, shall be made at the Firm Shares is referred above-mentioned offices of Sidley Austin Brown & Wood LLP, or ▇▇ ▇▇▇▇ ▇▇▇▇r p▇▇▇▇ as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to herein as the “Closing.” (c) Payment of Company. Unless otherwise specified in the purchase price for the Firm Shares applicable Terms Agreement, payment shall be made by wire transfer in immediately available Federal (same day) funds to or as directed by the Company upon delivery of certificates for the Firm Shares Underwritten Securities to the Representatives you, through the facilities of The the Depository Trust Company Company, if applicable, for the respective accounts of the several Underwriters. Certificates Underwriters for the Firm Shares shall Underwritten Securities to be registered in such name or names and purchased by them against receipt therefor signed by you. The Underwritten Securities or, if applicable, the Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as the Representatives you may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery in writing at least one (1) full business day prior to the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities, which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing DateTime or Date of Delivery, as the case may be. (d) If authorized by the applicable Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Exhibit B hereto with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to you at Closing Time, for the respective accounts of the Underwriters, a fee specified in the applicable Terms Agreement for each of the Underwritten Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors of the types described in the Prospectus. At the Closing Time, the Company will enter into Delayed Delivery Contracts (for not less than the minimum number of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate number of Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by you to the Company; provided, however, that the total number of Underwritten Securities to be purchased by all Underwriters shall be the total number of Underwritten Securities covered by the applicable Terms Agreement, less the number of Underwritten Securities covered by Delayed Delivery Contracts.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each Underwriter of the Underwriters, and each Underwriterof the Underwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $__________, the number of Firm Shares set forth opposite their respective names on the name of such Underwriter in Schedule A I hereto together with any additional and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter may become obligated is entitled to purchase pursuant as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to the provisions of Section 10 hereofpurchase hereunder. (b) Payment The Company hereby grants to the Underwriters the right to purchase at their election up to _________Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date - 14 - on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 2(e) hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. (c) It is understood that each Underwriter has authorized the Representative, for such Underwriter's account, to accept delivery of, receipt for, and make payment of the purchase price for, and delivery of certificates representing, the Firm Shares and the Optional Shares, if any, which such Underwriter has agreed to purchase. Sandler ▇'▇▇▇▇▇ & Partners, L.P., individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Firm Shares or the Optional Shares, if any, to be purchased by any Underwriter whose funds have not been received by Sandler ▇'▇▇▇▇▇ & Partners, L.P. by the relevant Time of Delivery but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (e) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request (or in the form of one or more global certificates deposited with DTC and registered in the name of Cede & Co., as nominee for DTC) upon at least forty-eight hours prior notice to the Company shall be delivered by or on behalf of the Company to the Representative, through the facilities of the Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same day) funds to the account specified by the Company, to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., Eastern Time, on _______, 2010 or such other time and date as the Representative and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Representative in the written notice given by the Representative of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." (f) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 3 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of the Underwriters’ Counsel▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, 1400 KeyBank Center, - 15 - ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the "Closing Location"), or and the Shares will be delivered at the Designated Office, all at such other place as shall Time of Delivery. A meeting will be agreed upon by held at the Representatives and the CompanyClosing Location at _____ p.m., at 10:00 A.M., New York City timeEastern Time, on the third (3rd) orNew York Business Day next preceding such Time of Delivery, as permitted under Rule 15c6-1 under at which meeting the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date final drafts of the effectiveness of documents to be delivered pursuant to the Registration Statement, or such other time not later than ten (10) business days after such date as shall preceding sentence will be agreed upon available for review by the Representatives parties hereto. For the purposes of this Section 2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares Friday which is referred not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to herein as the “Closingclose.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Selling Shareholder agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The obligations of the Company and of the Selling Shareholder shall be several and not joint. (b) The certificates evidencing the Firm Shares and Option Shares shall be delivered to the Transfer Agent no later than two days prior to the Closing Date or Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the shares to the Underwriters and duly paid by the Selling Shareholder against payment of the purchase price therefor. The Selling Shareholder specifically agrees that the Firm Shares and any Option Shares represented by the certificates are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholder for delivery to the Transfer Agent of such Certificates are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation including the Company, the Transfer Agent or the Underwriters) or by operation of law (including the dissolution of the Selling Shareholder) or by the occurrence of any other event or events. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Options Shares, as the case may be, shall be delivered by the Transfer Agent in accordance with the terms and conditions of this Agreement as if such event has not occurred. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to the account designated by the Selling Shareholder, against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of The Depository Trust Company, New York, New York. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees Selling Shareholder hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Company, Option Shares at a purchase the price per share as set forth in the first paragraph of $____this Section 2. The maximum number of Option Shares to be sold by the Selling Shareholder is 492,000. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Selling Shareholder setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days 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 exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by you in such Underwriter may become obligated manner as to purchase pursuant avoid fractional shares. The option with respect to the provisions of Section 10 hereof. (b) Payment Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the purchase price forFirm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and delivery of certificates representingthe Selling Shareholder. To the extent, if any, that the Firm option is exercised, payment for the Option Shares shall be made at on the offices of Option Closing Date in Federal (same day) funds to the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon account designated by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and Selling Shareholder against delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares therefor to the Representatives for the several accounts of the Underwriters through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter issue and each Underwriterthe Company and the Selling Stockholders agree, severally and not jointly, agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from in the Companypercentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof5.00 per share. (b) Payment In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price forof $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, and delivery provided that the aggregate number of certificates representing, Option Shares purchased by the Firm Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of the Underwriters’ Counsel, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at 10:00 A.M.the Closing. In addition, New York City time, on in the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date event that any or all of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon Option Shares are purchased by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the Underwriters, payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm such Option Shares shall be made by wire transfer in immediately available funds to at the above mentioned office or at such other place as directed shall be agreed upon by the Company upon delivery of certificates for Underwriters and the Firm Shares Company, on each Option Closing Date as specified in the notice from the Underwriters to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersCompany. Certificates for the Firm Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered in such name or names form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Representatives Underwriters may request in writing at least two (2) business days before prior to the Closing Date or the relevant Option Closing Date, as the case may be. The Company will permit the Representatives to examine and package such certificates for delivery the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at least one (1) full such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $______, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before the Closing Date. (d) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to purchase up to an aggregate of ___________ Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. The Company will permit This option may be exercised at any time and from time to time on or before the Representatives forty-fifth (45th) day following the final date of the Prospectus, by written notice from the Representative to examine the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and package the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such certificates for delivery at least one date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second (12nd) full business day prior after the date on which the option shall have been exercised nor later than the eighth (8th) full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (e) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on the Additional Closing DateDate (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by the Representative and the Company.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselBear, Stea▇▇▇ & ▇▇▇▇▇o. Inc., 245 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇, or ▇▇ at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to ______ Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments from time to time in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds and the closing shall occur at the offices of Bear, Stea▇▇▇ & ▇o. Inc., 245 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇ such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees, and each Selling Shareholder, severally and not jointly, agrees to sell to each Underwriter the Underwriters and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price per share of $____[ ], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Additional Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofhereunder. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Underwriters’ Counsel”), Bank of China Tower, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 11 or 12 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company and the Custodian (pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of such Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of such Selling Shareholder with the Custodian under the Custody Agreement and Power of Attorney of such Selling Shareholder. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares, as the Representatives case may be, as set forth in the Registration Statement or the Prospectus) as the Representative may request at least two (2) business days before the Closing Date. The Company and the Custodian will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 2,455,200 Additional Shares and the Selling Shareholders hereby grant to the Underwriters, acting severally and not jointly, the option to purchase up to 613,800 Additional Shares, in each case at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company and the Selling Shareholders the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased or decreased pursuant to Sections 11 or 12 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (d) Payment of the purchase price for the Additional Shares shall be made at the office of the Underwriters’ Counsel in Hong Kong, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 11 hereof), or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Company and the Custodian (pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement) upon delivery of the Additional Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Shareholder, severally and not jointly, hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by such Selling Shareholder to the several Underwriters in connection with the performance of such Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of such Selling Shareholder with the Custodian under the Custody Agreement and the Power of Attorney of such Selling Shareholder. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares, as the case may be, as set forth in the Registration Statement or the Prospectus) as the Representative may request at least two business days before the Additional Closing Date. The Company and the Custodian will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company and the Selling Shareholders acknowledge and agree that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Selling Shareholders on the one hand and the Underwriters on the other hand has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company and the Selling Shareholders in respect of the Offering are set forth in this Agreement in their entirety and (iv) each of the Company and each of the Selling Shareholders has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the Deposit Agreement and the transactions contemplated hereby and thereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter of the Underwriters, and each Underwriterof the Underwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of [$____10.00], the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofin Schedule I hereto. (b) Payment Upon the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Prospectus. (c) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request (or in the form of one or more global certificates deposited with the Depository Trust Company (“DTC”) and registered in the name of [Cede & Co.,] as nominee for DTC) upon at least forty-eight hours prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the DTC, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price fortherefor by wire transfer of Federal (same day) funds to the account specified by the Company, to the Representatives at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Shares, 9:30 a.m., Eastern Time, on , 2013 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of certificates representingthe Shares is herein called the “Time of Delivery.” (d) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 3 hereof, including the Firm cross receipt for the Shares shall and any additional documents requested by the Underwriters pursuant to Section 5(j) hereof, will be made delivered at the offices of the Underwriters’ Counsel, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ & ▇▇▇ ▇▇▇▇, P.C. (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at p.m., Eastern Time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. (e) With respect to the Shares sold by the Underwriters in the Public Offering, the Representatives will receive as compensation for their services hereunder: (i) a management fee of 1.0% of the aggregate purchase price of all Shares sold in the Public Offering, of which 45% shall be paid to Sandler ▇’▇▇▇ ▇▇▇, 25% shall be paid to each of Jefferies and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [and ]; (b) an underwriting fee of 1.0% of the aggregate purchase price of all Shares sold in the Public Offering, or at such other place as of which 30% shall be agreed upon by the Representatives and the Companypaid to Sandler ▇’▇▇▇▇▇, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as 30% shall be agreed upon by the Representatives paid to each of Jefferies and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [and date of payment ]; and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment a selling concession of 3.0% of the aggregate purchase price for of all Shares sold in the Firm Shares Public Offering, of which 30% shall be made by wire transfer in immediately available funds paid to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares Sandler ▇’▇▇▇▇▇, 30% shall be registered in such name or names paid to each of Jefferies and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [and package such certificates for delivery at least one (1) full business day prior to the Closing Date].

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters the Shares, and each Underwriter agrees, severally and not jointly, to purchase at a price of $[ ] per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder by the Company is to be made via wire transfer of immediately available funds or such other payment procedures agreed to by the parties. Such payment and delivery are to be made at the offices of [name specific underwriter], at 10:00 a.m., time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Underwriters request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Underwriters at least one business day prior to the Closing Date. (c) In addition, on the basis of representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from 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 only once within 30 days after the date of this Agreement, by you, the Underwriters, to the Company, at a purchase price per share of $____, setting forth the number of Firm Option Shares set forth opposite their respective as to which the several Underwriters are exercising the option, the names on Schedule A hereto together with any additional number of and denominations in which the Option Shares are to be registered and the time and date at which such Underwriter may become obligated certificates are to purchase pursuant be delivered. The time and date at which certificates for Option Shares are to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares be delivered shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon determined by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time Underwriters but shall not be earlier than three nor later than ten (10) full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (such time and date of payment and delivery being herein called referred to as the “"Option Closing Date”"). The closing If the date of exercise of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares option is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to three or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The Company will permit option with respect to the Representatives Option Shares granted hereunder may be exercised only to examine and package cover over-allotments in the sale of the Firm Shares by the Underwriters. You, the Underwriters, may cancel such certificates for delivery option at least one (1) full business day any time prior to its expiration by giving written notice of such cancelation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing DateDate via wire transfer of immediately available funds or other payment procedures agreed to by the parties against delivery of certificates therefor at the offices of [name specific underwriter].

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell [7,000,000] of the Firm Shares to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a Professional Corporation, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 3200, Dallas, Texas, 75202, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under by Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Securities Act Regulations, the third or fourth business day (as permitted by Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall ------------ be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,050,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice to the Company from Bear, ▇▇▇▇▇▇▇ & Co. Inc. ("Bear ▇▇▇▇▇▇▇") on behalf of the Underwriters. Such ------------ notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear ▇▇▇▇▇▇▇ on behalf of the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date ------------------------ -------- ------- shall not be earlier than the Closing Date or, if thereafter, earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 11 hereof) bears to 7,000,000 subject, however, to such adjustments to eliminate any fractional shares as Bear ▇▇▇▇▇▇▇ on behalf of the Underwriters in its sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 3200, Dallas, Texas, 75202, or such other location as may be agreed upon between you and the Company, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the ----------------------------------------- representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price between $8.00 and $10.00 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. Payment for the Firm Shares and the Option Shares (if the option provided for below shall have been exercised before the first business day prior to the Closing Date) to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the shares to be sold by it and to the order of "Elcom Technologies Corporation as Custodian" for the shares to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of Pennsylvania Merchant Group Ltd, at _____ a.m., _________ time, on October __, 1996 or at such other time and date not later than two business days thereafter as the Representative may designate as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date" or the "Closing." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares and the Option Shares, if any, will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the one full business day prior to the Closing Date or Option Closing Date, as applicable, and will be made available for inspection by the Representative by no later than 1:00 p.m. on the last business day prior to the Closing Date or Option Closing Date, as applicable. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees Selling Shareholders listed on Schedule II hereto hereby grant an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Company, Option Shares at a purchase the price per share as set forth in the first paragraph of $____, the this Section 2. The maximum aggregate number of Firm Option Shares to be sold by the Selling Shareholders is set forth opposite their respective names in Schedule II hereto. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company and the Custodian (as defined below) setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised for less than the maximum number of Option Shares being offered by the Selling Shareholders, the respective number of Option Shares to be sold by each of the Selling Shareholders listed on Schedule A II hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, determined on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed a pro rata basis in accordance with the provisions number of Section 10 hereof) following the date of the effectiveness of the Registration Statementshares set forth opposite their names on Schedule II hereto, or adjusted by you in such other time not later than ten (10) business days after such date manner as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such to avoid fractional shares. The time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of at which certificates representing, the Firm for Option Shares is referred are to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares be delivered shall be made by wire transfer in immediately available funds to or as directed determined by the Company upon delivery of certificates for Representative but shall not be earlier than one (if the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery option is exercised at least one (1) full business day prior to the Closing Date) or three (if the Option is exercised on or after the last full business day prior to the Closing Date) nor later than 10 full business days 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 exercise of the option is one or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to 2,100,000, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of "Elcom Technologies Corporation as Custodian" for the Option Shares to be sold by the Selling Shareholders against delivery of certificates therefor at the offices of Pennsylvania Merchant Group Ltd. The Selling Shareholders have deposited irrevocable instructions to exercise stock options for the Shares to be sold hereunder, together with checks or cash in the amount of the option exercise price in custody with Elcom Technologies Corporation as custodian (the "Custodian") pursuant to the Custodian Agreement and Power of Attorney (the "Custodian Agreement") executed by each Selling Shareholder for delivery of any Option Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the stock option and the right to purchase the Option Shares issuable upon exercise thereof are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Option Shares hereunder, certificates for the Option Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Option Shares held by it against delivery of such Shares. The obligations of the Selling Shareholders and the Company hereunder are several and not joint.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $6.96 per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at a purchase price per share which the Option Shares are to be delivered. The time and date at which book entry interests for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days 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 exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by you in such Underwriter manner as to avoid fractional shares. You, as Representatives of the several Underwriters, may become obligated cancel such option at any time prior to purchase pursuant its expiration by giving written notice of such cancellation to the provisions of Section 10 hereof. (b) Payment of Company. To the purchase price forextent, and delivery of certificates representingif any, that the Firm option is exercised, payment for the Option Shares shall be made at on the offices Option Closing Date in federal (same day) funds drawn to the order of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and against delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives book-entry interests therefor through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names of the Underwriters on Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselSidley Austin Brown & Wood LLP, ▇▇▇ 787 Seventh Avenue, New York, New York 10019 ("▇▇▇▇▇▇▇▇▇ ▇▇rs' ▇▇▇▇▇▇nsel"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or at such other place as shall be agreed ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ upon by the Representatives you and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness initial public offering price of the Registration StatementShares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing Payment for the Shares shall be made to or upon the order of the payment Company of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available Federal (same day) funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The the Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters against receipt therefor signed by you. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) one business days day before the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,050,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as Bear, Stearns & Co. Inc. in its sole discretion shall make. Paymen▇ ▇▇▇ ▇he Additional Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to each the Underwriter and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the CompanySelling Shareholder, at a purchase price per share of $____37.40, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices office of the Underwriters’ CounselSkadden, ▇▇▇ Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, 3▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Representatives Underwriter and the Company, at 10:00 A.M., New York City time, on the third (3rd) orMarch 11, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2013, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed in writing by the Company Selling Shareholder upon delivery transfer of certificates for the Firm Shares to the Representatives Underwriter through the facilities of The Depository Trust Company for the respective accounts account of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing DateUnderwriter. The Company Selling Shareholder hereby agrees that it will permit pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the Representatives sale or delivery of the Shares to examine and package such certificates for delivery at least one (1) full business day prior be sold by the Selling Shareholder to the Closing DateUnderwriter, or otherwise in connection with the performance of the Selling Shareholder’s obligations hereunder. (c) Each of the Company and the Selling Shareholder acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company or the Selling Shareholder and the Underwriter has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters; (iii) the Underwriter’s obligations to the Company and the Selling Shareholder in respect of the Offering are set forth in this Agreement in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof, at a price of $5.875 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the Nasdaq Global Select Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Company, Option Shares at a purchase the price per share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of $____this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days 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 exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by you in such Underwriter may become obligated manner as to purchase pursuant avoid fractional shares. The option with respect to the provisions of Section 10 hereof. (b) Payment Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the purchase price forFirm Shares by the Underwriters. You, and delivery as Representative of certificates representingthe several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Firm Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third Option Closing Date in Federal (3rdsame day funds) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for in New York, New York drawn to the respective accounts order of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofI hereto. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselLath▇▇ & ▇atk▇▇▇, ▇▇5 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇, or ▇▇ at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 A.M.A.M. on July ___, New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day 1999 (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementFirm Shares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, Motorola hereby grants to the Underwriters the option to purchase up to 1,050,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterFirm Shares Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the CompanyCompany and each Firm Shares Selling Shareholder, at a purchase price per share of $____, the number of Firm Shares which bears the same proportion to the number of Firm Shares to be sold by the Company or by that Firm Shares Selling Shareholder, as the case may be, as the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with bears to the total number of Firm Shares to be sold by the Company and the Firm Shares Selling Shareholders, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you, the Representatives Firm Shares Selling Shareholders and the Company, at 10:00 A.M., New York City time, A.M. on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 11 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third business day after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by you, the Representatives Firm Shares Selling Shareholders and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing Payment shall be made to the Company and the Attorney in Fact on behalf of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made Selling Shareholders by wire transfer or certified or official bank check or checks drawn in immediately available same day funds payable to or as directed by the order of the Company upon and the Attorney in Fact, against delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company and the Firm Shares Selling Shareholders will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase from the Company up to __________ Additional Shares, and, if such option is exercised in full, the Additional Shares Selling Shareholders severally hereby grant to the Underwriters the option to purchase up to an aggregate of _________ Additional Shares in the respective amounts set forth opposite the names of such Additional Shares Selling Shareholders on Schedule III hereto, at the same purchase price per share to be paid by the Underwriters to the Company and the Firm Shares Selling Shareholders for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company and the Additional Shares Selling Shareholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). If the option granted hereby is exercised in part but in excess of the ________ Additional Shares to be sold by the Company, the respective number of Additional Shares to be sold by each of the Additional Shares Selling Shareholders listed on Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule III hereto, adjusted by you in such manner as to avoid fractional shares. Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company and the Additional Shares Selling Shareholders will permit you to examine and package such certificates for delivery at least one business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 11 hereof) bears to 7,000,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer or certified or official bank check or checks, in same day funds, payable to the order of the Company or the Attorney in Fact, at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company at a purchase price per share of $_____ per Share, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions in Schedule I hereto. Delivery of Section 10 hereof. (b) Payment certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ Counsel, Stroock & Stroock & ▇▇▇ ▇▇▇, [Seven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇], ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location as shall be agreed upon by the Company and the Representatives. Such delivery and payment shall be made at 10:00 a.m., New York City time, on _____________, 1997 or at such other place time and date not more than [five] business days thereafter as shall be agreed upon by the Representatives and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by certified or official bank checks in New York Clearing House (next day) funds drawn to the order of the Company. The certificates for the Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be made available to the Representatives at 10:00 A.M.such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. On the Closing Date, the Company will issue and sell to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & Co., Inc. (for its own account and not as the Representatives of the several Underwriters) or, at the discretion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & Co., Inc., to its respective bona fide officers or to other Underwriters, the Warrants entitling the holders thereof to purchase an aggregate of 200,000 shares of Common Stock at a price per share equal to 120% of the "Price to Public" as set forth on the cover page of the Prospectus. Such Warrants shall contain such other terms and provisions as may be set forth in an agreement with respect thereto (the "Warrant Agreement") executed and delivered by the Company and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & Co., Inc. simultaneously. The Warrants will be exercisable at any time and from time to time on or after the first anniversary of the date of this Agreement up to the fifth anniversary thereof. Each Warrant shall be substantially identical to the form of Warrant filed as an exhibit to the Registration Statement. The holders of the Warrants will be entitled to the registration rights set forth in Section [10] of the Warrant Agreement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of $_______, the number of Firm Shares set forth below the caption "Company" or "Selling Stockholders", as the case may be, and opposite their the respective names of the Underwriters on Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselLatham & Watkins, 633 West Fifth Street, Los Angeles, California 90071 ("▇▇▇ ▇erw▇▇▇▇▇▇▇▇▇ ' C▇▇▇▇▇▇"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or at such other place as shall be agreed ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Rules and Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing Payment for the Shares shall be made to or upon the order of the payment Company of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available Federal (same day) funds to or as directed by the Company and the Selling Stockholders upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters against receipt therefor signed by the Representatives. Certificates for the Firm Shares to be delivered to the Representatives shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) one business days day before the Closing Date. The Company and the Selling Stockholders will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, the Over-Allotment Selling Stockholders hereby grant to the Underwriters, acting severally and not jointly, the option to purchase up to 1,237,500 Additional Shares in the aggregate at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice by the Representatives to the Over-Allotment Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, each Over-Allotment Selling Stockholder's pro rata proportion of such Additional Shares, and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one full business day prior to the Additional Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares being purchased from the Company and the Selling Stockholders, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. Payment for the Additional Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Over-Allotment Selling Stockholders at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Medaphis agrees to sell to each Underwriter the U.S. Underwriters and each Underwriterthe U.S. Underwriters, severally and not jointly, agrees agree to purchase from the CompanyMedaphis, at a purchase price per share of $_______, the number of Firm U.S. Shares set forth opposite their the respective names on of the U.S. Underwriters in Schedule A I hereto together with plus any additional number of U.S. Shares which such U.S. Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm U.S. Shares shall be made at the offices office of the Underwriters’ Counsel, Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇ ▇▇art▇▇▇▇, ▇▇▇ ▇▇▇▇5 Lexington Avenue, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇New York, New York, or at such other place as shall be agreed upon by the Representatives you and the CompanyMedaphis, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rdas permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (unless postponed in accordance with the provisions of Section 11 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness initial public offering price of the Registration StatementU.S. Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act Medaphis (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to Medaphis by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersU.S. Underwriters of certificates for the U.S. Shares to be purchased by them. Certificates for the Firm U.S. Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company Medaphis will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the U.S. Underwriters the option to purchase up to 1,176,000 Additional U.S. Shares at the same purchase price per share to be paid by the U.S. Underwriters to Medaphis for the Firm U.S. Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm U.S. Shares by the U.S. Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the U.S. Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional U.S. Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter the Initial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase from the Company, at a purchase price of $48.25 per share of $____(the "Share Price"), the number of Firm Shares set forth opposite their respective names on Schedule A hereto together hereto. On the basis of the representations, warranties, agreements and covenants contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchasers the Additional Shares, if any, and the Initial Purchasers shall have a one-time right to purchase, severally and not jointly, up to 500,000 Additional Shares from the Company at the Share Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with any additional number the offering of Shares which such Underwriter the Firm Shares. The Initial Purchasers may become obligated exercise their right to purchase pursuant Additional Shares in whole or in part by giving written notice thereof to the provisions of Section 10 hereof. (b) Payment Company at any time within 30 days after the date of the purchase price for, and delivery Final Memorandum. You shall give such notice on Delivery to the Initial Purchasers of certificates representing, the Firm Shares shall be made take place at the offices of the Underwriters’ CounselDavi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇▇ 0 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. ▇ayment for the Firm Shares shall be made by wire transfer at 10:00 A.M., New York City time, on June 16, 1997 (the "Closing Date") of same day funds to such bank account as the Company shall designate. The Closing Date and the location of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Initial Purchasers of the Additional Shares to be purchased by the Initial Purchasers shall take place at the offices of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇0 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or at such other place as ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. ▇ayment for the Additional Shares shall be agreed upon made by the Representatives and the Company, wire transfer at 10:00 A.M., New York City time, on the third date specified in the exercise notice given by you pursuant to this Section (3rdthe "Option Closing Date") or, of same day funds to such bank account as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed Company may designate. The Option Closing Date and the location of delivery of and the form of payment for the Additional Shares may be varied by agreement between you and the Company. Certificates representing the Shares shall be registered in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time names and issued in such denominations as you shall request in writing not later than ten (10) two full business days after such date prior to the Closing Date or the Option Closing Date, as the case may be. Such certificates shall be agreed upon by made available to you for inspection not later than 9:30 A.M., New York City time, on the Representatives and business day next preceding the Company as permitted under Rule 15c6-1 under Closing Date or the Exchange Act (such time and date of payment and delivery being herein called the “Option Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of case may be. Certificates in definitive form evidencing the purchase price for the Firm Shares shall be made by wire delivered to you on the Closing Date or the Option Closing Date, as the case may be, with any transfer in immediately available funds to or as directed taxes thereon duly paid by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for Initial Purchasers against payment of the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing DateShare Price. The Company will permit hereby agrees not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock of the Representatives to examine and package Company 15 or any securities convertible into or exercisable or exchangeable for such certificates for delivery at least one (1) full business day prior Common Stock, except to the Closing DateInitial Purchasers pursuant to this Agreement, and not to file any registration statement with respect to any such securities (other than on Form S-8, the Registration Statement and the registration statement on Form S-4 relating to the Chancellor Merger (as such term is defined in the Final Memorandum)), in each case for a period of 90 days after the date of the Final Memorandum, without the prior written consent of Alex. Brow▇ & ▇ons Incorporated. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Company=s existing stock option plans or if the Chancellor Merger is consummated, the existing stock option plans of Chancellor Broadcasting Company ("Chancellor"), (ii) the Company may issue shares of its Common Stock upon the exercise of any option or warrant or the conversion of any security outstanding on the date hereof or granted pursuant to an existing stock option plan of the Company, or if the Chancellor Merger is consummated, granted pursuant an existing stock option plan of Chancellor, (iii) the Company may issue shares of its Class A Common Stock as consideration for radio station or radio station group acquisitions including in connection with the Chancellor Merger and (iv) the Company may honor registration rights obligations assumed by it in connection with the Chancellor Merger.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company, at a purchase price per share of $____4.0485, the number of Firm Shares set forth opposite their respective names its name on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofI hereto. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇ Procter LLP, The New York Times Building, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) orJanuary 15, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2014, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts account of the several UnderwritersUnderwriter. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before the Closing Daterequest. The Company will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriter the option to purchase up to 872,085 Additional Shares at the same purchase price per share to be paid by the Underwriter for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, the Underwriter agrees to purchase from the Company the number of Additional Shares as set forth herein. The option with respect to the Additional Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriter. (d) Payment of the purchase price for, and delivery of, certificates representing the Additional Shares shall be made at the office of Underwriter’s Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of the Additional Shares to the Representative through the facilities of The Depository Trust Company for the account of the Underwriter. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request. The Company will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of [$_______], the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm [Firm] Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 1290 Avenue of the Americas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Bear ▇▇▇▇▇▇▇ and the Company, at 10:00 A.M., New York City time, 9:30 A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to [_______] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part and from time to time, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that an Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to an Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to [insert the total number of Firm Shares being purchased by the Company], subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds upon delivery of the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to each Underwriter the Underwriters, and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $[___] per share, an aggregate of 4,500,000 Company Firm Shares, and (ii) Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $[___] per share, an aggregate of 450,000 Selling Stockholder Firm Shares. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (x) each Selling Stockholder agrees, severally and not jointly, to sell the number of Selling Stockholder Firm Shares set forth opposite such Selling Stockholder's name on Schedule II hereto, plus any additional number of Shares which such Selling Stockholder may become obligated to sell pursuant to the provisions of Section 12 hereof, and (y) each Underwriter agrees, severally and not jointly, to purchase the number of Firm Shares set forth opposite their respective names such Underwriter's name on Schedule A hereto together with I hereto, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ Counsel▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., 9:00 A.M. (New York City time, ) on the third (3rd) oror fourth Business Day, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day Act (unless postponed in accordance with the provisions of Section 10 11(c) hereof) ), following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth Business Day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days Business Days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representingAs used herein, the Firm Shares is referred term "Business Day" means any day other than a day on which banks are permitted or required to herein as the “Closing.” (c) be closed in New York, New York. Payment of the purchase price for the Firm Shares shall be made to the Company and the Custodian on behalf of the Selling Stockholders, by wire transfer in immediately available funds same day funds, against delivery to you at the offices of ▇▇▇▇, Hastings ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location as directed by may be mutually acceptable, for the Company upon delivery respective accounts of the Underwriters, of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by it. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) business days before full Business Days prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day Business Day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $8.37 per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds to an account designated by the Company against delivery of book-entry interests therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Company, Option Shares at a purchase the price per share as set forth in Section 2(a) hereof. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of $____this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such book-entry interests are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days 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 exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by you in such Underwriter manner as to avoid fractional shares. You, as Representative of the several Underwriters, may become obligated cancel such option at any time prior to purchase pursuant its expiration by giving written notice of such cancellation to the provisions of Section 10 hereof. (b) Payment of Company. To the purchase price forextent, and delivery of certificates representingif any, that the Firm option is exercised, payment for the Option Shares shall be made at on the offices Option Closing Date in federal (same day) funds drawn to the order of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and against delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives book-entry interests therefor through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees agrees, and each Selling Stockholder (severally and not jointly) agrees, to sell to each Underwriter Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and each Selling Stockholder, at a purchase price per share of $____$ , that proportion of the number of Firm Shares set forth opposite their respective names on Schedule A I hereto opposite the name of the Company or such Selling Stockholder, as the case may be, which number of Firm Shares set forth on Schedule I hereto opposite the name of such Underwriter, together with any additional number of Shares which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company and the Selling Stockholders (including without limitation by the Attorney-in-Fact pursuant to each Selling Stockholder’s Custody Agreement and Power of Attorney), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Attorney-In-Fact is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Attorney-In-Fact under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Stockholders hereby grant to the Underwriters, acting severally and not jointly, the option to purchase up to Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option has been exercised nor later than the eighth full business day after the date on which the option has been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Selling Stockholder (severally and not jointly) agrees to sell to each Underwriter, and each Underwriter, acting severally and not jointly, agrees to purchase from each Selling Stockholder that proportion of the number of Additional Shares set forth on Schedule I hereto opposite the name of such Selling Stockholder, which number of Additional Shares bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 10 hereof), or such other time as shall be agreed upon by the Representatives and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Selling Stockholders (including without limitation by the Attorney-in-Fact pursuant to each Selling Stockholder’s Custody Agreement and Power of Attorney) upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two business days before the Additional Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriterthe Selling Stockholder, severally and not jointly, agree to sell to the Underwriter and the Underwriter agrees to purchase from the CompanyCompany and the Selling Stockholder the Shares, at a net purchase price per share of $____44.21, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ & ▇▇▇▇ LLP, ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 2200, Dallas, Texas 75201, or at such other place as shall be agreed upon by the Representatives Underwriter and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company and the Selling Stockholder by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriter for the account of the Underwriter of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by it. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriter may request in writing at least two (2) full business days before prior to the Closing Date. The Company Underwriter will permit the Representatives be permitted to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company and the Selling Stockholder hereby, severally and not jointly, grant to the Underwriters the option to purchase up to 150,000 and 75,000 Additional Shares, respectively, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised from time to time and at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, HOWEVER, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. You will be permitted to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ Avenue, Suite 2200, Dallas, Texas 75201, or such other location as may be mutually acceptable to you and the Company, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On The Company agrees to sell 7,000,000 Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, on the basis of the representationsrepresentations and warranties contained in, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointlyof this Agreement, agrees to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on that Underwriter’s name in Schedule A hereto together at a price equal to $21.85 per share. The respective purchase obligations of the Underwriters with any additional number of Shares which such Underwriter may become obligated to purchase pursuant respect to the provisions of Section 10 hereofFirm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. (b) Payment In addition, the Company grants to the Underwriters an option to purchase up to 1,050,000 additional Option Shares at a price equal to $21.85 per share less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. Each Underwriter shall have the option to purchase, severally and not jointly, and on the basis of the purchase price forrepresentations and warranties contained in, and delivery subject to the terms and conditions of certificates representingthis Agreement, the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date (as defined below) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares. (c) Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., New York City time, on the offices second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Underwriters’ Counsel, ▇▇▇ ▇Firm Shares shall be made to SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Inc. (“SunTrust”) for the account of each Underwriter against payment by the several Underwriters through SunTrust and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or at such other place as upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be agreed upon of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of DTC. (d) The option granted in clause (b) above will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives Representatives; provided that if such date falls on a day that is not a business day, the option granted in clause (b) above will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the Companydate and time, as determined by the Representatives, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares are delivered is sometimes referred to as an “Option Share Delivery Date,” and the Initial Delivery Date and any Option Share Delivery Date are sometimes each referred to as a “Delivery Date.” (e) Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through SunTrust shall be made at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under date specified in the Exchange Act, fourth (4th) business day (unless postponed corresponding notice described in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, preceding paragraph or at such other time not later than ten (10) business days after such date or place as shall be agreed upon determined by agreement between the Representatives and the Company. On the Option Share Delivery Date, the Company as permitted under Rule 15c6-1 under shall deliver or cause to be delivered the Exchange Act (such time Option Shares to SunTrust for the account of each Underwriter against payment by the several Underwriters through SunTrust and date of payment and delivery being herein called the “Closing Date”). The closing of the payment respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company upon delivery of certificates for shall deliver the Firm Option Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateDTC.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____24.2125, the number of Firm Shares set forth opposite their the respective names of on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ CounselHogan & Hartson L.L.P., ▇▇▇ 555 13th Street, NW, Washington, D.C. 20004 ("▇▇▇▇▇▇▇▇▇ wri▇▇▇▇' ▇▇ounsel"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or at such other place as shall be agreed ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ upon by the Representatives Bear Stearns and the Company, at 10:00 A.M., New York City time, on the third thi▇▇ ▇▇ ▇ourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third, fourth or fifth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Bear Stearns and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein be▇▇▇ ▇▇▇ein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Bear Stearns through the facilities of The Depository Trust Company for the respective ▇▇▇▇▇▇tive accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Bear Stearns may request at least two (2) business days before the Closing Date. The Company ▇▇▇ ▇ompany will permit the Representatives Bear Stearns to examine and package such certificates for delivery at least one (1) full ▇▇▇ ▇▇ll business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 450,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice by Bear Stearns to the Company. Such notice shall set forth the aggregate numb▇▇ ▇▇ ▇dditional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Stearns, when the Additional Shares are to be delivered (any such date ▇▇▇ ▇▇me being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate any fractional shares as Bear, Stearns & Co. Inc. in its sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by Bear Stearns and the Company, at 10:00 A.M., New York City time, on the Add▇▇▇▇▇▇▇ Closing Date, or such other time as shall be agreed upon by Bear Stearns and the Company. Payment of the purchase pr▇▇▇ ▇▇▇ the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of certificates for the Additional Shares to Bear Stearns through the facilities of The Depository Trust Company for the ▇▇▇▇▇▇tive accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as Bear Stearns may request at least two business days before the Additional C▇▇▇▇▇▇ Date. The Company will permit Bear Stearns to examine and package such certificates for delivery at least ▇▇▇ ▇▇ll business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company, at a purchase price per share of $____31.1558, the number of 3,000,000 Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Representatives Underwriter and the Company, at 10:00 A.M., New York City time, on the third (3rd) orJanuary 13, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2009, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed in writing by the Company upon delivery of certificates for the Firm Shares to the Representatives Underwriter through the facilities of The Depository Trust Company for the respective accounts account of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing DateUnderwriter. The Company will permit the Representatives Underwriter to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter the option to purchase up to 450,000 Additional Shares at the same purchase price per share to be paid by the Underwriter for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriter. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriter, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that unless otherwise agreed upon by the Underwriter and the Company no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriter’s Counsel, or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Underwriter and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed in writing by the Company upon delivery of certificates for the Additional Shares to the Underwriter through the facilities of The Depository Trust Company for the account of the Underwriter. The Company will permit the Underwriter to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriter has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters, (iii) the Underwriter’s obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, and each Underwriter severally and not jointly agrees to purchase from the Company, Company at a purchase price per share of $____50.16, the number of Firm Shares set forth in Schedule I opposite their respective names on Schedule A hereto together with the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 2(e) hereof. (b) Payment of the purchase price for, and delivery of (including any certificates representing), the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇Chicago, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Illinois 60606 (“Underwriter Counsel”), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions terms of Section 10 hereofthis Agreement) following the effective date of the effectiveness of the Registration Statement, this Agreement or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of It is understood that each Underwriter has authorized the Representatives, for its own account, to accept delivery of, receipt for, and make payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred and the Additional Shares, if any, which it has agreed to herein as the “Closing.” (c) purchase. Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed the Company at the bank account designated in writing by the Company at least one business day prior to the Closing Date, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. Certificates for The Firm Shares (including the certificates representing the Firm Shares Shares, if any) shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such the certificates representing the Firm Shares, if any, for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters severally and not jointly, the option to purchase up to 480,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in this Section 2; provided that the price per share for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus Supplement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date nor later than the eighth full business day after the date on which the option shall have been exercised. If the option is exercised as to all or any portion of the Additional Shares, each of the Underwriters, acting severally and not jointly, will purchase its share of the total number of Additional Shares then being purchased proportionate to its share of the Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (d) Payment of the purchase price for, and delivery of (including any certificates representing), the Additional Shares, if any, shall be made at the office of Underwriter Counsel, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Representatives and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company at the bank account designated in writing by the Company at least one business day prior to the Additional Closing Date, upon delivery of the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the Underwriters. The Additional Shares (including the certificates representing the Additional Shares, if any) shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two business days before the Additional Closing Date. The Company will permit the Representatives to examine and package the certificates representing the Additional Shares, if any, for delivery at least one full business day prior to the Additional Closing Date. (e) If one of the Underwriters shall fail at the Closing Date or Additional Closing Date to purchase the Shares which it is obligated to purchase under this Agreement (the “Defaulted Shares”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for itself, any non-defaulting Underwriter, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of the Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof (in proportion to the number of Firm Shares set forth opposite their respective names in Schedule I hereto); or (ii) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement, or, with respect to any Additional Closing Date which occurs after the Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Additional Shares to be purchased and sold on the Additional Closing Date, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 2(e) shall relieve any defaulting Underwriter from liability in respect of its default.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share Share of $____2.15 (the "Purchase Price"), the number of Firm Shares set forth opposite their the respective names of the Underwriters in Schedule I. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on Schedule A hereto together with the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price. The Underwriters may exercise the option to purchase the Option Shares at any additional time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such Underwriter may become obligated to purchase pursuant to notice (unless such time and date are postponed in accordance with the provisions of Section 10 9 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of I-Bankers Securities, at the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇address listed above, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, 8:00 A.M. on the third or fourth Business Day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness initial public offering price of the Registration StatementShares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"), or in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares (the "Additional Closing Date"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to you at the offices of I-Bankers Securities or such other location as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company may be mutually acceptable, for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares Securities shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) business days before prior to the Closing Date or the Additional Closing Date, as the case may be. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date or the Additional Closing Date, as the case may be. (c) The Company hereby agrees to issue and sell to each of I-Bankers Securities and Newbridge Securities Corporation (and/or their designees) on the Closing Date and the Additional Closing Date, as the case may be, warrants ("Underwriters Warrants") for the purchase of an aggregate number of shares of Common Stock equal to 10% of the Firm Shares and Option Shares, as the case may be. The Underwriters Warrants shall have an exercise price of $2.58 (one hundred twenty percent (120%) of the offering price of the Shares). The Underwriters Warrants shall be exercisable, in whole or in part, one year from the Closing Date or Additional Closing Date, as the case may be, and expiring on the five-year anniversary of such date. The Underwriters Warrants shall not be entitled to cashless exercise and shall be accompanied by customary "piggyback" registration rights with respect to the Shares obtained upon exercise of the Underwriters Warrants, all as may be agreed to in more detail by the parties. Each of I-Bankers Securities and Newbridge Securities Corporation understand and agree that there are significant restrictions against transferring the Underwriters Warrants during the first year after the Closing Date and Additional Closing Date, as the case may be, as set forth in the form of Underwriters Warrant. Payment of the purchase price of, and delivery of the certificates for, the Underwriters Warrants shall be made on the Closing Date and the Additional Closing Date, as the case may be. The Company shall deliver to I-Bankers Securities and Newbridge Securities Corporation certificates for the Underwriters Warrants in the name or names and in such authorized denominations as I-Bankers Securities and Newbridge Securities Corporation may request.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company and the Selling Stockholder agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $______ per Unit, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by certified or bank cashier's checks drawn to the order of the Company or bank wire to an account specified by the Company against either uncertificated delivery of Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this Agreement, or at such other place as you and the Company shall designate, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days after as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the Representative to purchase from the Company, Option Shares at a purchase the price per share Unit 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 (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Shares as to which the Representative is exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which certificate representing such Shares are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days 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 exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares set forth opposite their respective names on Schedule A hereto together with by the Underwriters. The Representative may cancel such option at any additional number time prior to its expiration by giving written notice of Shares which such Underwriter may become obligated to purchase pursuant cancellation to the provisions of Section 10 hereof. (b) Payment of Company. To the purchase price forextent, and delivery of certificates representingif any, that the Firm option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds and, at the option of the Representative, by certified or bank cashier's check drawn to the order of the Company for the Option Shares to be sold by the Company or bank wire to an account specified by the Company against delivery of certificates therefor at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Investment Company, ▇▇▇ ▇▇▇▇Inc. set forth on the first page of this Agreement. (d) In addition to the sums payable to the Representative as provided elsewhere herein, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Representative shall be agreed upon by entitled to receive at the Representatives Closing, for itself alone and not as Representative of the Company, at 10:00 A.M., New York City time, on the third (3rd) orUnderwriters, as permitted under Rule 15c6-1 under additional compensation for their services, a purchase warrant (the Exchange Act"Representative's Warrant") for the purchase of up to 132,500 Shares at a price of $_____ per Share, fourth (4th) business day (unless postponed upon the terms and subject to adjustment and conversion as described in accordance with the provisions form of Section 10 hereof) following the date of the effectiveness of Representative's Warrant filed as an exhibit to the Registration Statement, or such other time not later than ten . (10e) business days after such date as shall be agreed upon by If on the Representatives and Closing Date the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, Selling Stockholder fails to sell the Firm Shares is referred which the Selling Stockholder has agreed to herein as sell on such a date, the “Closing.” (c) Payment Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the purchase price for Representative which represents the Firm Shares shall be made by wire which the Selling Stockholder has failed to so sell. (f) The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in immediately available funds the transfer to or as directed by the Company upon delivery several Underwriters of certificates for the Firm Shares to be purchased by them from the Representatives through the facilities of The Depository Trust Company for Selling Stockholder, and the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered Underwriters will pay any additional stock transfer taxes involved in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Datefurther transfers.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Shareholders agree to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the CompanySelling Shareholders, at a purchase price per share of $___________, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices office of the Underwriters’ CounselLath▇▇ & ▇atk▇▇▇, ▇▇▇ ▇▇▇▇5 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or ▇▇ at such other place as shall be agreed upon by the Representatives you and the CompanySelling Shareholders, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act Selling Shareholders (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Selling Shareholders by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) business days before prior to the Closing Date. The Company and the Selling Shareholders will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, The Jaff▇ ▇▇▇ily Foundation hereby grants to the Underwriters an option to purchase up to 300,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Selling Shareholders for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time in whole or up to three times in part on or before the 30th day following the date of the Prospectus, by written notice by you to the Company and the Jaff▇ ▇▇▇ily Foundation. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (each such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that an Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised or later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at 7 8 least two business days prior to each Additional Closing Date. The Company and the Jaff▇ ▇▇▇ily Foundation will permit you to examine and package such certificates for delivery at least one business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter on each Additional Closing Date shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased on such Additional Closing Date as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 2,000,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Lath▇▇ & ▇atk▇▇▇, ▇▇5 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____43.92 per Share, the number of Firm Shares set forth opposite their respective names on the name of such Underwriter in Schedule A I hereto together with (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) ). Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of the Underwriters’ Counsel▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, 1400 KeyBank Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 a.m. New York time, on September 24, 2010 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, 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 Underwriters to purchase severally 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 notice at any time and from time to time within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days 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 exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, 1400 KeyBank Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 A.M., a.m. New York City time, on the third (3rd) orOption Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed Representatives request in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time writing not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company each Selling Stockholder agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the CompanySelling Stockholders, at a purchase price per share of $____[ ], the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations, warranties, covenants contained herein, but subject to the terms and conditions set forth herein, the Selling Stockholders grant to the Underwriters, severally and not jointly, the option to purchase up to 912,750 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised one time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares, subject, however, to such adjustments to eliminate any fractional shares as Bear, ▇▇▇▇▇▇▇ & Co. Inc. in its sole discretion shall make. If the Underwriters exercise their option under this Section 3(b) to purchase less than all of the Additional Shares remaining, then the number of Additional Shares to be sold to the Underwriters by each of the Selling Stockholders shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule II hereto bears to the total number of Additional Shares, subject however, to such adjustments to eliminate any fractional shares as Bear, ▇▇▇▇▇▇▇ & Co. Inc. in its sole discretion shall make. (c) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselPaul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ("Underwriters' Counsel") or at such other place as shall be agreed upon by the Representatives Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and the CompanyCustodian, at 10:00 A.M., New York City time, time on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and the Company as permitted under Rule 15c6-1 under the Exchange Act Custodian (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (cd) Payment of the purchase price for the Firm Shares shall be made to or upon the order of the Selling Stockholders by wire transfer in immediately available Federal (same day) funds to or as directed by the Company Selling Stockholders upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters against receipt therefor signed by you. The Custodian is authorized to deduct the amount payable by each Selling Stockholder under Section 5(b) hereof from the proceeds to the Selling Stockholders hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) one business days day before the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (A) the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company at a purchase price per share of $_____ per Share, the number of Firm Shares set forth opposite their respective names on the name of such Underwriter in Column (1) of Schedule A I hereto together with any additional and (B) the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder at a purchase price of $_______ per Share, the number of Firm Shares which set forth opposite the name of such Underwriter may become obligated to purchase pursuant to the provisions in Column (2) of Section 10 hereof. (b) Payment Schedule I hereto. Delivery of certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇▇▇▇ ▇▇▇▇ LLC at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location as shall be agreed upon by the Company and the Representatives. Such delivery and payment shall be made at 10:00 a.m., New York time, on February __, 1996 or at such other place time and date not more than ten business days thereafter as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such . The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as the “Closing.” (c) Payment Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares shall be made by wire transfer certified or official bank checks in immediately available New York Clearing House (next day) funds drawn to or as directed the order of the Company in the case of the Firm Shares sold by it and Technical Services Partners, L.P. in the case of the Firm Shares sold by the Company upon delivery of Selling Stockholder. The certificates for the Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be made available to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in at such name office or names and shall be in such denominations other place as the Representatives may request at least two (2) business days before designate for inspection, checking and packaging not later than 9:30 a.m., New York time, on the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____2.961, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) Payment The closing of the purchase price for, and delivery issuance of certificates representing, the Firm Shares shall be made held at the offices office of the Underwriters’ CounselMintz, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇P.C. (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) orSeptember 16, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2022, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed the accounts specified by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative. Delivery of the Firm Shares shall be made to the Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. Certificates for the The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before in writing not later than the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option, solely to cover over-allotments, to purchase up to 3,333,750 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. (d) The closing of the issuance of the Additional Shares shall be held at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company delivery of the Additional Shares to the Representative. Delivery of the Additional Shares shall be made to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter Underwriters and each UnderwriterUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names of such Underwriter on Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of Coudert Brothers LLP, 1114 Avenue of the Americas, New York, New York ("Underwriters’ ' Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇"), or at such other place as shall be agreed upon by the Representatives Bear, ▇▇▇▇▇▇▇ & Co. Inc. and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, Act with respect to firm commitment underwritings priced after 4:30 Eastern time on the date the Shares are priced) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Rules and Regulations, the third or (as permitted under Rule 15c6-1 under the Exchange Act with respect to firm commitment underwritings priced after 4:30 Eastern time on the date the Shares are priced) fourth business day after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Bear, ▇▇▇▇▇▇▇ & Co. Inc. and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____19.50, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representatives Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Managers and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Lead Managers may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Lead Managers to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 450,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Managers, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as the Lead Managers in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by the Lead Managers and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase, at a price of $60.43 per share, the Firm Shares. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against electronic delivery thereof of the Firm Shares to the account of the Underwriter through the facilities of The Depository Trust Company (“DTC”) in New York, New York, in accordance with the instructions from the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on November 15, 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each the Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, Option Shares at a purchase 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 (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, to the Company setting forth the number of Firm Option Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares as to which you are exercising the option and the time and date at which such Underwriter may become obligated Shares are to purchase pursuant be delivered. The time and date at which Option Shares are to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares be electronically delivered shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon determined by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time Underwriter but shall not be earlier than two nor later than ten (10) 10 full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (such time and date of payment and delivery being herein called referred to as the “Option Closing Date”). The closing option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares by the Underwriter. You may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is referred to herein as the “Closing.” (c) Payment of the purchase price exercised, payment for the Firm Option Shares shall be made by wire transfer on the Option Closing Date in immediately available Federal (same day) funds to or as directed an account designated by the Company upon against electronic delivery thereof of certificates for the Firm Option Shares to the Representatives account of the Underwriter through the facilities of The Depository Trust Company for DTC in New York, New York, in accordance with the respective accounts of instructions from the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateUnderwriter.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell [ ] of the Firm Shares to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment Delivery of the Firm Shares to the Underwriters shall be made, against payment of the purchase price fortherefore, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇▇▇▇ Securities, Inc. in San Diego, California (“▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇”), ▇▇▇ ▇▇▇▇or such other location as may be mutually acceptable. Such delivery and payment shall be made at 8:00 a.m., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇San Diego time, on , 2010, or at such other place time as shall be agreed upon by the Representatives Underwriters and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” On the Closing Date, at 10:00 A.M.one or more Firm Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York City (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the “Global Shares”) shall be delivered by the Company to ▇▇▇▇▇▇ Securities, Inc. (“▇▇▇▇▇▇”), as agent for the Underwriters, against payment by the Underwriters of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to ▇▇▇▇▇▇ of the information required to effect such wire transfer. The Global Shares shall be made available to ▇▇▇▇▇▇ for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company from ▇▇▇▇▇▇ on behalf of the Underwriters. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by ▇▇▇▇▇▇ on behalf of the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Additional Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Additional Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) subject, however, to such adjustments to eliminate any fractional shares as ▇▇▇▇▇▇ on behalf of the Underwriters in its sole discretion shall make. Delivery of the Additional Shares to the Underwriters shall be made, against payment of the purchase price therefore, at the offices of ▇▇▇▇▇▇ in San Diego, California, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, San Diego time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the “Additional Global Shares”) shall be delivered by the Company to ▇▇▇▇▇▇, as agent for the Underwriters, against payment by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to ▇▇▇▇▇▇ of the information required to effect such wire transfer. The Additional Global Shares shall be made available to ▇▇▇▇▇▇ for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forthcontained herein, the Company agrees to shall sell to each Underwriter the Underwriters, and each Underwritersuch Underwriter severally, severally and not jointly, agrees to shall purchase from the Company, Company at a purchase price per share of $_____ per Share, at the place and time hereinafter specified, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter in Schedule I hereto. Delivery of the Firm Shares against payment therefor shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at such other place as may become obligated to purchase pursuant to be designated by agreement between you and the provisions Company) at 10:00 a.m., New York City time, on July __, 1998, or at such later time and date as you may reasonably designate, such time and date of Section 10 hereofpayment and delivery for the Firm Shares being herein called the "First Closing Date." (b) Payment In addition, subject to the terms and conditions set forth herein, and on the basis of the purchase price forrepresentations, warranties and delivery of certificates representingagreements contained herein, the Firm Company hereby grants an option (the "Over-allotment Option") to the several Underwriters (or, at the Representatives' option, to the Representatives individually) to purchase from the Company at the price per Share as set forth in subsection (a) above, all or any part of the respective number of Option Shares determined as hereinafter provided. The Over-allotment Option may be exercised within 30 days after the effective date of the Registration Statement upon notice by the Representatives to the Company advising as to the amount of Option Shares as to which such option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date (hereinafter, the "Option Closing Date") shall be made reasonably determined by the Representatives but shall not be earlier than two nor later than five full business days after the exercise of the Over-allotment Option, nor in any event prior to the First Closing Date. Delivery of the Option Shares against payment therefor shall take place at the offices of the Underwriters’ Counsel▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The number of Option Shares to be purchased by each Underwriter, if any, shall bear the same percentage to the total number of Option Shares being purchased by the several Underwriters pursuant to this subsection (b) as the respective numbers of Firm Shares being purchased by such Underwriter bears to the respective total numbers thereof, as adjusted, in each case by the Representatives in such manner as the Representatives may deem appropriate. The Over-allotment Option may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Shares referred to in subsection (a) above. In the event the Company declares or pays a dividend or distribution on its Common Stock, whether in the form of cash, shares of Common Stock or any other consideration, prior to the Option Closing Date, such dividend or distribution shall also be paid on the Option Shares on the Option Closing Date. (c) The Company will make the certificates for the Shares to be purchased by the several Underwriters hereunder available to you for review at least two full business days prior to the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates"). The certificates shall be in such names and denominations as you may request, at least two full business days prior to the Closing Dates. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. Definitive certificates in negotiable form for the Firm Shares to be purchased by the Underwriters hereunder will be delivered by the Company to you for the accounts of the several Underwriters against payment of the respective purchase prices by the several Underwriters by wire transfer of immediately available funds to the Company's account at __________, ABA No. _______, Account No. _______ with regard to the Firm Shares to be purchased from the Company. In addition, in the event the Underwriters (or the Representatives, individually) exercise the Over-allotment Option for all or any portion of the Option Shares pursuant to the provisions of subsection (b) above, payment for such Option Shares shall be made by certified or bank cashier's checks in New York Clearing House funds payable to or upon the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other place as shall may be agreed upon designated by agreement between the Representatives and the Company, ) at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called of such Option Shares as required by the “Closing Date”). The closing provisions of subsection (b) above, against receipt of the payment of the purchase price for, and delivery of certificates representing, the Firm for such Option Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be Underwriters registered in such name or names and shall be in such denominations as the Representatives may request at least two request. It is understood that you, individually and not as Representatives of the several Underwriters, may (2but shall not be obligated to) business days before the Closing Date. The Company will permit make any and all payments required pursuant to this Section 3 on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives at the time of delivery of the Shares to examine and package be purchased by such certificates for delivery at least one Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. It is also understood that you individually rather than all of the Underwriters may (1but shall not be obligated to) full business day prior purchase the Option Shares referred to in subsection (b) of this Section 3, but only to cover overallotments. It is understood that the several Underwriters propose to offer the Shares (including the Option Shares) to be purchased hereunder to the Closing Datepublic upon the terms and conditions set forth in the Registration Statement, after the Registration Statement becomes effective.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ Counsel▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, A.M. EDT on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriters for their respective accounts, of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to ______ Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than -------- ------- the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of ▇▇▇▇▇▇▇▇ & Knight L.L.P., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (A) the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company at a purchase price per share of $_____ per Share, the number of Firm Shares set forth opposite their respective names on the name of such Underwriter in Column (1) of Schedule A I hereto together with any additional and (B) each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from such Selling Stockholder at the same purchase price per Share, the number of Firm Shares which equal to the number of Firm Shares set forth opposite the name of such Underwriter may become obligated in Column (2) of Schedule I, multiplied by the number of Firm Shares set forth opposite the name of such Selling Stockholder in Column (1) of Schedule II and divided by the total number of Firm Shares to purchase pursuant be sold by all Selling Stockholders, in each case subject to the provisions such adjustments as are necessary to eliminate any fractional shares. Delivery of Section 10 hereof. (b) Payment certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇▇▇▇ ▇▇▇▇ LLC at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place location as shall be agreed upon by the Representatives Company and the Company, Underwriters. Such delivery and payment shall be made at 10:00 A.M.a.m., New York City time, on the third (3rd) or__________, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, 1997 or at such other time and date not later more than ten (10) business days after such date thereafter as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such Company. The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as the “Closing.” (c) Payment Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters of the purchase price for the Firm Shares shall be made by wire transfer in immediately available of same day funds to or as directed an account of the Company in the case of Firm Shares sold by it and the Selling Stockholders in the case of Firm Shares sold by the Company upon delivery of Selling Stockholders. The certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in denominations and registered in such name or names and shall be in such denominations as the Representatives may Underwriters shall request at least not less than two (2) full business days before prior to the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery the Firm Shares will be made available to ▇▇▇▇▇▇ ▇▇▇▇ LLC at least one (1) full such office or such other place as ▇▇▇▇▇▇ ▇▇▇▇ LLC may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters 1,000,000 Firm Shares (including Non-Affiliate Shares and Affiliate Shares), and (ii) each Underwriter agrees, severally and not jointly, to purchase in the amounts set forth their respective names on Schedule I, at a price of $14.335 per share, the Non-Affiliate Shares from the Company and, at a price of $15.10 per share, the Affiliate Shares from the Company. Certificates evidencing the Shares shall be in definitive form and shall be registered in such names and in such denominations as the Representative shall request at least two (2) business days prior to the Closing Date or the Option Closing Date, as the case may be, by written notice to the Company. For the purpose of expediting the checking and packaging of certificates for the Shares, the Company agrees to make such certificates available for inspection at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of The Depository Trust Company, New York, New York (“DTC”) or its designated custodian. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of DTC at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Representative and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Option Shares at the price per share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, giving notice to the Company, setting forth the number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at a purchase price per share which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days 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 exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by the Representative in such Underwriter may become obligated manner as to purchase pursuant avoid fractional shares. The option with respect to the provisions of Section 10 hereof. (b) Payment Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the purchase price forFirm Shares by the Underwriters. You, and delivery as the Representative may cancel such option at any time prior to its expiration by giving written notice of certificates representingsuch cancellation to the Company. To the extent, if any, that the Firm option is exercised, payment for the Option Shares shall be made at on the offices Option Closing Date in Federal (same day) funds drawn to the order of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and against delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives therefor through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateDTC.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ CounselEllenoff Grossman & Schole LLP, ▇▇▇ 370 Lexington Avenue, New York, New York 10017 ("▇▇▇▇▇▇▇RITERS' COUNSEL"), ▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or at such other place as shall be agreed ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ upon by the Representatives Maxim and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or, as permitted under Rule 15c6-1 under the Exchange Act, fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Maxim and the Company in writing as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”"CLOSING DATE"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in of immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Maxim through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Maxim may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Maxim to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, Selling Shareholder hereby grants to the Underwriters, acting severally and not jointly, the option to purchase the Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the forty-fifth (45th) day following the final date of the Prospectus, by written notice from Maxim to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, the names in which the Additional Shares are to be registered, the denominations in which the Additional Shares are to be issued and the date and time, as reasonably determined by Maxim, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "ADDITIONAL CLOSING DATE"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second (2nd) full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Selling Shareholder the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as Maxim in its sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by Maxim and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by Maxim and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in immediately available funds to or as directed by the Selling Shareholder upon delivery of certificates for the Additional Shares to Maxim through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as Maxim may request at least two (2) business days before the Additional Closing Date. The Company will permit Maxim to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the several Underwriters the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties, covenants warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterUnderwriters agree, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, Company the respective number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated A. The purchase price ---------- per Firm Share to purchase pursuant be paid by the several Underwriters to the provisions of Section 10 hereofCompany shall be $[___] per share. (b) Payment The First Closing Date. Delivery of the purchase price for, and delivery of certificates representing, the Firm Shares to be purchased by the Underwriters and payment therefor shall be made by the Company and the Representatives at 6:00 a.m. San Francisco time, at the offices of the Underwriters’ CounselVenture Law Group, A Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ (or at such other place as shall may be agreed upon by among the Representatives and the Company), at 10:00 A.M., New York City time, (i) on the third (3rd) orfull business day following the first day that Shares are traded, as permitted under Rule 15c6-1 under (ii) if this Agreement is executed and delivered after 1:30 P.M., San Francisco time, the Exchange Act, fourth (4th) full business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, day that this Agreement is executed and delivered or (iii) at such other time and date not later than ten that seven (107) full business days after such date following the first day that Shares are traded as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 8 hereof), such time and date of payment and delivery being herein called the “"Closing Date”). The closing ;" provided, however, that if the Company has not made available to the Representatives copies of the payment Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later that two (2) full business days following delivery of copies of the purchase price for, and delivery of certificates representing, Prospectus to the Firm Shares is referred to herein as the “ClosingRepresentatives.” (c) Payment The Option Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Option Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed Shares. The option granted hereunder is for use by the Company Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. The time and date of delivery of certificates for the Firm Shares Option Shares, if subsequent to the Representatives through First Closing Date, is called the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names "Second Closing Date" and shall be in determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such denominations notice of exercise. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may request at least two (2determine) business days before that bears the Closing Datesame proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number ---------- of Firm Shares. The Company will permit Representatives may cancel the Representatives to examine and package such certificates for delivery option at least one (1) full business day any time prior to its expiration by giving written notice of such cancellation to the Closing DateCompany.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____$ , the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representatives Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Managers and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Underwriters through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Lead Managers may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Lead Managers to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 450,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear ▇▇▇▇▇▇▇, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as Bear ▇▇▇▇▇▇▇ in its sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by the Lead Managers and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Underwriters through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterSelling Stockholder, severally and not jointly, agrees to sell to the Underwriter and the Underwriter agrees to purchase from the CompanySelling Stockholder, at a purchase price per share of $____26.41, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of Coudert Brothers LLP, 1114 Avenue of the Underwriters’ Americas, New York, New York (“Underwriter’s Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇”), or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanySelling Stockholders, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following after the date of the effectiveness of the Registration StatementShares are priced, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act Selling Stockholders (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available Federal (same day) funds to or as directed by the Company Selling Stockholders, upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The Depository Trust Company for your account against receipt therefor signed by you. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the respective accounts sale or delivery of the several UnderwritersShares to be sold by the Selling Stockholder to you, or otherwise in connection with the performance of the Selling Stockholder’s obligations hereunder. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) business days before the Closing Date. The Company Selling Stockholders will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_____, the number of Firm Shares set forth opposite their the respective names of the Underwriters on Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ llp, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness initial public offering price of the Registration StatementShares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing Payment for the Shares shall be made to or upon the order of the payment Company of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available Federal (same day) funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The the Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters against receipt therefor signed by you. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) one business days day before the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to ________ Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as Bear ▇▇▇▇▇▇▇ in its sole discretion shall make. Payment for the Additional Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Suite 1300, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in of immediately available funds funds, against delivery to or as directed by you for the Company upon delivery respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 499,500 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); PROVIDED, HOWEVER, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the 3,330,000 Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer of immedidately available funds at the offices of ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, Suite 1300, ▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Under writers, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. You represent and warrant that you have been authorized by each of the other Underwriters to enter into this Agreement on its behalf and to act for it in the manner herein provided. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselBear, ▇▇▇ ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act, fourth (4th")) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6- 1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company [by certified or official bank check or checks drawn in federal funds or similar same day funds payable to the order of the Company [by wire transfer in immediately available funds same day funds], against delivery to or as directed by you for the Company upon delivery re- spective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, subject to the terms and conditions set forth herein, the Company hereby grants to the Underwriters the option to purchase up to 135,000 Additional Shares and the Selling Stockholders hereby grant to the Underwriters the option to purchase up to 405,000 Additional Shares, all at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. These options may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company and to the Selling Stockholders. Any such election to purchase Additional Shares shall be made on a 25%/75% pro rata basis between the Company and the Selling Stockholders, respectively. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional -------- ------- Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to 3,600,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made [by certified or official bank check or checks drawn in federal funds or similar same day funds, payable to the order of the Company for the Additional Shares sold by it and to the order of the Custodian for the Additional Shares to be sold by the Selling Stockholders] [by wire transfer in same day funds] at the offices of Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Under writers.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Companypurchase, at a purchase price of $3.65 per share of $____(the “Purchase Price”), the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment The Shares to be purchased by the Underwriter hereunder will be represented by certificates which will be deposited by or on behalf of the purchase price forCompany with DTC or its designated custodian. The Company will deliver the Shares to you for your account, against payment by or on behalf of you of the Purchase Price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to you at least forty-eight hours in advance, by causing DTC to credit the Shares to your account at DTC. The Company will cause the Shares to be made available to you for checking at least twenty-four hours prior to the Closing Date (as defined below) at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery of certificates representing, the Firm Shares and payment shall be made 10:00 a.m., New York City time, on September 15, 2005 or such other time and date as the Underwriter and the Company may agree upon in writing (the “Closing Date”). (c) The documents to be delivered at the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross-receipt for the Shares and any additional documents requested by the Underwriter pursuant to Section 6(l) hereof, will be delivered at the offices of the Underwriters’ Counsel, W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇ LLP, 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the “Closing Location”), or at such other place as shall be agreed upon by the Representatives and the CompanyShares will be delivered at the Designated Office, all at 10:00 A.M.the Closing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time, on the third Business Day next preceding the Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. (3rdd) orThe Company acknowledges and agrees that the Underwriter, as permitted under Rule 15c6-1 under in providing investment banking services to the Exchange Act, fourth (4th) business day (unless postponed Company in accordance connection with the provisions of Section 10 hereof) following the date offering of the effectiveness Shares, including in acting pursuant to the terms of the Registration Statementthis Agreement, or such other time has acted and is acting as an independent contractor on an arm’s length basis and not later than ten (10) business days after such date as shall be agreed upon by the Representatives a fiduciary and the Company does not intend the Underwriter to act in any capacity other than independent contractor, including as permitted under Rule 15c6-1 under the Exchange Act (such time and date a fiduciary or in any other position of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Datehigher trust. The Company will permit shall be responsible for making its own independent investigation and appraisal of the Representatives transactions contemplated by this Agreement and the Underwriter shall have no responsibility or liability with respect to examine such investigation and package such certificates for delivery at least one (1) full business day prior to the Closing Dateappraisal.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterSelling Shareholder, severally and not jointly, agrees to sell to the Underwriter and the Underwriter agrees to purchase from the CompanySelling Shareholders, at a purchase price per share of $____41.25, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ CounselWeil, ▇▇▇ ▇▇▇Gotshal & ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇LLP (“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Representatives Underwriter and the Company, at 10:00 A.M., New York City time, on the third (3rd) orNovember 15, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2006, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed in writing by the Company Selling Shareholders upon delivery of certificates for the Firm Shares to the Representatives Underwriter through the facilities of The Depository Trust Company for the respective accounts account of the several UnderwritersUnderwriter. Each Selling Shareholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by the Selling Shareholders to the Underwriter, or otherwise in connection with the performance of the Selling Shareholders’ obligations hereunder. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Underwriter may request at least two (2) business days before the Closing Daterequest. The Company will permit the Representatives Underwriter to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) Each of the Company and each Selling Shareholder acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company or a Selling Shareholder and the Underwriter has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters; (iii) the Underwriter’s obligations to the Company and such Selling Shareholder in respect of the Offering are set forth in this Agreement in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of twelve dollars and sixty-nine cents ($____12.69), the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Pillsbury Winthrop Shaw Pittman LLP ("Underwriters’ ' Counsel"), or at such other ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed eed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 or 11 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or, as permitted under Rule 15c6-1 under the Exchange Act, fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or (which shall include such amounts as directed by the Company directs to cover option exercise prices and applicable tax withholdings for certain Selling Stockholders) to the Company and the Custodian (pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholders' obligations hereunder and that the Underwriters will pay directly to the Company such amounts as the Company directs to cover option exercise prices and applicable tax withholdings for certain Selling Stockholders and (ii) the Custodian is authorized to deduct for such payments any such amounts from the proceeds to the Selling Stockholders hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company and the Custodian will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date (except for such certificates representing the Firm Shares to be issued pursuant to the exercise of stock options by the Selling Stockholders and as to which irrevocable notices of exercise have been deposited with the Custodian or the Company). (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Stockholders listed on Schedule II hereto as selling Additional Shares hereby grant to the Underwriters, acting severally and not jointly, the option to purchase up to 795,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares, from each such Selling Stockholder such number of Additional Shares equal to the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in the second column of Schedule II hereto bears to the total number of Additional Shares set forth in such column, subject in each case, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Stockholders. No Additional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 or 11 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representatives and the Selling Stockholders, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 10 or 11 hereof), or such other time as shall be agreed upon by the Representatives and the Selling Stockholders. Payment for the Additional Shares shall be made to or upon the order of the Selling Stockholders of the purchase price by wire transfer in Federal (same day) funds to the Company for such amounts as the Company directs to cover option exercise prices and applicable tax withholdings for certain Selling Stockholders and to the Custodian at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholders' obligations hereunder and that the Underwriters will pay directly to the Company such amounts as the Company directs to cover option exercise prices and applicable tax withholdings for certain Selling Stockholders and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Stockholders hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement and Power of Attorney. The Company and the Custodian will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date (except for such certificates representing the Additional Shares to be issued pursuant to the exercise of stock options by the Selling Stockholders and as to which notices of irrevocable exercise have been deposited with the Custodian or the Company).

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names of on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Latham & Watkins LLP ("Underwriters’ ' Counsel"), 885 Third Avenue, New ▇▇▇▇, New ▇▇▇▇, 10022, or at such other place as ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives s and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rdas permitted under Rule 15c6-1 under the Exchange Act)(1) (unless postponed in accordance with the provisions of Section 9 hereof) ---------- (1) If the transaction is priced after 4:30 p.m. Washington, D.C. time, T+4 will apply to the transaction. If the pricing takes place before or during market hours, the closing will be three business days after pricing. following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness public offering price of the Registration StatementShares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Bear Stearns through the facilities of The Depository Trust Company for the respective ▇▇▇▇▇▇tive accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to ______ Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by the Representatives and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two business days before the Additional Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter of the Underwriters, and each Underwriterof the Underwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____[ ], the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated in Schedule I hereto, subject to purchase pursuant to the provisions of adjustments in accordance with Section 10 9 hereof. (b) Payment Upon the authorization by the Company of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Prospectus. (c) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request (or in the form of one or more global certificates deposited with the Depository Trust Company (“DTC”) and registered in the name of [Cede & Co.,] as nominee for DTC) upon at least forty-eight hours prior notice to the Company shall be delivered by or on behalf of the Company to the Representative, through the facilities of DTC, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price fortherefor by wire transfer of Federal (same day) funds to the account specified by the Company, to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Shares, [9:30] a.m., Eastern Time, on [ ], 2017 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery of certificates representingthe Shares is herein called the “Time of Delivery.” (d) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the Firm cross receipt for the Shares shall and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be made delivered at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇PC (the “Closing Location”), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇and the Shares will be delivered at the Designated Office, or all at such other place as shall Time of Delivery. A meeting will be agreed upon by held at the Representatives and the CompanyClosing Location at [ ] p.m., at 10:00 A.M., New York City timeEastern Time, on the third (3rd) orNew York Business Day next preceding such Time of Delivery, as permitted under Rule 15c6-1 under at which meeting the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date final drafts of the effectiveness of documents to be delivered pursuant to the Registration Statement, or such other time not later than ten (10) business days after such date as shall preceding sentence will be agreed upon available for review by the Representatives parties hereto. For the purposes of this Section 2, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. (e) It is understood that each Underwriter has authorized the Company as permitted under Rule 15c6-1 under the Exchange Act (Representative, for such time Underwriter’s account, to accept delivery of, receipt for, and date of payment and delivery being herein called the “Closing Date”). The closing of the make payment of the purchase price for, the Shares which such Underwriter has agreed to purchase. Sandler ▇’▇▇▇▇▇ & Partners, L.P., individually and delivery not as Representative of certificates representingthe Underwriters, the Firm Shares is referred to herein as the “Closing.” may (cbut shall not be obligated to) Payment make payment of the purchase price for the Firm Shares shall to be made purchased by wire transfer in immediately available any Underwriter whose funds to or as directed have not been received by Sandler ▇’▇▇▇▇▇ & Partners, L.P. by the Company upon delivery Time of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares Delivery but such payment shall be registered in not relieve such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateUnderwriter from its obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase, at a price of $1.919 per share, all of the Firm Shares. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Underwriter for its account. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each the Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, Option Shares at a purchase the price per share as set forth in Section 2(a). The option granted hereby may be exercised at any time and from time to time, in whole or in part, within 30 days after the date of $____this Agreement, upon written notice by the Underwriter to the Company setting forth the number of Firm Option Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares as to which the Underwriter is exercising the option and the time and date at which such Underwriter may become obligated certificates are to purchase pursuant be delivered. The time and date at which certificates for Option Shares are to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares be delivered shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon determined by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time Underwriter but shall not be earlier than three nor later than ten (10) 10 full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (each such time and date of payment and delivery being herein called the referred to as an “Option Closing Date”). The closing If the date of exercise of the payment option is three or more days before the Closing Date, the notice of exercise shall set the purchase price for, and delivery Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of certificates representing, the Firm Shares by the Underwriter. The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is referred to herein as the “Closing.” (c) Payment of the purchase price exercised, payment for the Firm Option Shares shall be made by wire transfer on the Option Closing Date in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Federal (same day funds) through the facilities of The Depository Trust Company for in New York, New York drawn to the respective accounts order of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____[•], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ CounselProskauer Rose LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Eleven Times Square, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on March [•], 2014, or such other time and date as the Representatives and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the Company upon delivery of the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to [•] Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of , the Additional Shares shall be made at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementAdditional Closing Date, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”)Company. The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Additional Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree to sell to each Underwriter Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price per share of $______________ per Share, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions in Column (1) of Section 10 hereof. (b) Payment Schedule I hereto. Delivery of certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ING Baring ▇▇▇▇▇▇ ▇▇▇▇ LLC at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location as shall be agreed upon by the Company and the Representatives. Such delivery and payment shall be made at 10:00 a.m., New York City time, on __________, 1999 or at such other place time and date not more than ten business days thereafter as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such . The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as the “Closing.” (c) Payment Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares shall be made by wire transfer in of immediately available funds to or an account designated to the Representatives in writing at least two business days preceding the Closing Date. The certificates for the Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as directed by the Company upon delivery of Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be made available to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in at such name office or names and shall be in such denominations other place as the Representatives may request at least two (2) business days before designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____9.6525 per share, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 A.M.A.M. on March 6, New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day 2001 (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementFirm Shares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall ------------ be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before hours prior to the Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,125,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus Supplement, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional ---------- Closing Date"); provided, however, that the Additional Closing ------------ -------- ------- Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds each payable to the order of the Company at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____1.363, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) Payment The closing of the purchase price for, and delivery issuance of certificates representing, the Firm Shares shall be made held at the offices office of the White & Case LLP (“Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third (3rd) orFebruary 25, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2020, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed the accounts specified by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company DTC for the respective accounts of the several Underwriters. Certificates for the The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before in writing not later than the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 2,250,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. (d) The closing of the issuance of the Additional Shares shall be held at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriterthe Selling Stockholder, severally and not jointly, agrees agree to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the CompanyCompany and the Selling Stockholder, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on Schedule A of the Underwriters in SCHEDULE I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ & ▇▇▇▇ LLP, ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 2200, Dallas, Texas 75201, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company and the Selling Stockholder by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company You will permit the Representatives be permitted to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company and the Selling Stockholder hereby, severally and not jointly, grant to the Underwriters the option to purchase up to ______ Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. The number of Additional Shares to be purchased by the Underwriters pursuant to this Section 3(c) shall be equally apportioned between the Company and the Selling Stockholder. This option may be exercised from time to time and at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); PROVIDED, HOWEVER, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. You will be permitted to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE I hereto (or such number increased as set forth in Section 10 hereof) bears to ___________ [the total number of Firm Shares being purchased from the Company and the Selling Stockholder], subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 2200, Dallas, Texas 75201, or such other location as may be mutually acceptable to you and the Company, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each UnderwriterUnderwriter agrees, subject to the conditions hereinafter stated, severally and not jointly, agrees to purchase from the Company, at a purchase price per share (the “Purchase Price”) of $____84.5538 per Share, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated in Schedule I hereto, subject to purchase pursuant to the provisions of adjustment in accordance with Section 10 9 hereof. (b) Payment In addition, subject to the terms and conditions and reliance upon the representations and warranties herein set forth, the Company hereby grants to the several Underwriters the option (the “Option”) to purchase, and subject to the conditions hereinafter stated, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the purchase price forAdditional Shares, at the Purchase Price. The Option may be exercised by the Representatives on behalf of the several Underwriters at any time and delivery from time to time on or before the thirtieth day following the date of certificates representingthe Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the Option shall have been exercised nor later than the tenth business day after the date on which the Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 9 hereof. (c) Delivery of and payment for the Firm Shares shall be made at 10:00 am, New York City time, on February 3, 2016, or at such time on such later date not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Firm Shares being herein called the “Closing Date”) at the offices of the Underwriters’ Counsel, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions LLP. Delivery of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in immediately available same-day funds to or as directed an account specified by the Company upon delivery Company. Delivery of certificates for the Firm Shares to the Representatives shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. Delivery of and payment for the respective accounts of Additional Shares shall be made on the several Underwriters. Certificates Additional Closing Date in the same manner as for the Firm Shares. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall be registered in consult with its own advisors concerning such name or names matters and shall be in such denominations as responsible for making its own independent investigation and appraisal of the Representatives may request at least two (2) business days before transactions contemplated hereby, and the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior Underwriters shall have no responsibility or liability to the Closing DateCompany with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____., the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional ---------- number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselCravath, Swaine & ▇▇▇▇▇, Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act, fourth (4th")) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) 10 business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in of immediately available funds to or as directed an account designated by the Company upon Company, against delivery to you for the respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.Closing

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Firm Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company [by certified or official bank check or checks drawn in federal funds or similar same day funds payable to the order of the Company] [by wire transfer in immediately available funds same day funds], against delivery to or as directed by you for the Company upon delivery respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 375,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); PROVIDED, HOWEVER, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 2,500,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made [by certified or official bank check or checks drawn in federal funds or similar same day funds, payable to the order of the Company] [by wire transfer in same day funds] at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇Lath▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇atk▇▇▇, ▇▇▇ ▇▇▇▇01 Pennsylvania Avenue, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇N.W., Washington, D.C., or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 750,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 5,000,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be by wire transfer in same day funds at the offices of Lath▇▇ & ▇atk▇▇▇, ▇▇ such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees and each Underwriter agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price per share of $____5.491, the number of shares of Firm Shares set forth opposite their respective names on the name of such Underwriter in Schedule A hereto together with I hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Baker & Hostetler LLP, or at such other place as shall be agreed upon by the Representatives ▇▇ ▇▇e R▇▇▇▇▇▇▇▇▇tives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, or fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness public offering price of the Registration StatementShares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company Selling Stockholder upon delivery of certificates for the Firm Shares to the Representatives through offices of American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038, for the facilities account of The Depository the Under▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇pository Trust Company for the respective accounts of the several Underwriters. Certificates The Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholder to the Underwriters, or otherwise in connection with the performance of the Selling Stockholder's obligations hereunder. (d) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Stockholder hereby grants to the Underwriters, severally and not jointly, the option to purchase the Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares shall as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be registered exercised at any time and from time to time, in such name whole or names and shall be in such denominations as the Representatives may request at least two (2) business days part on one or more occasions, on or before the Closing Date. The Company will permit thirtieth day following the date of the Prospectus, by written notice by the Representatives to examine the Company and package the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (any such certificates for delivery at least one (1) date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day prior after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. (e) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Baker & Hostetler LLP, or at such other place as shall be agreed upon ▇▇ ▇▇e R▇▇▇▇▇▇▇▇▇tives and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Representatives, the Company and the Selling Stockholder. (f) Payment for the Additional Shares to be sold by the Selling Stockholder shall be made to or upon the order of the Selling Stockholder of the purchase price by wire transfer in Federal (same day) funds to the Closing DateSelling Stockholder upon delivery of the certificates for the Additional Shares, to the offices of American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038, for the account of the Under▇▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by the Selling Stockholder to the Underwriters, or otherwise in connection with the performance of the Selling Stockholder's obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____$ , the number of Firm Shares set forth opposite their respective names the name of such Underwriter on Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselCadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representatives Bear, ▇▇▇▇▇▇▇ & Co. Inc. and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Rules and Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Bear, ▇▇▇▇▇▇▇ & Co. Inc. and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in immediately available Federal (same day) funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters against receipt therefor signed by you. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) one business days day before the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part, on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least one full business day prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as Bear, ▇▇▇▇▇▇▇ & Co. Inc. in its sole discretion shall make. Payment for the Additional Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (ai) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, the number of Shares set forth opposite the respective names of the Underwriters in Column (1) of Schedule I hereto at a purchase price of $13.92 per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and Common Stock. The delivery of certificates representing, and payment for the Firm Shares shall be made at the offices of the Underwriters’ CounselStroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038 at 9:00 a.▇. ▇▇ May 2▇, ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such ▇ date as shall be agreed upon by the Representatives Representative and the Company may agree upon or as permitted under Rule 15c6-1 under the Exchange Act (Representative may determine, such time and date of delivery against payment and delivery being herein called referred to as the “"Closing Date”). The closing ." (b) In addition, on the basis of the payment representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, which may be exercised in whole or in part from time to time during the 30-day period following the date of this Agreement, to purchase up to an aggregate of 750,000 shares of Common Stock (the "Option Shares") from the Company at the purchase price for, per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised from time to time upon notice by the Representative to the Company. The time and date of delivery of certificates representingOption Shares, if subsequent to the Closing Date, shall be called an "Option Closing Date" (each such date, the Firm Shares is referred "Option Closing Date") and shall be determined by the Representative and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The Underwriters may cancel the option at any time prior to herein as its expiration by giving written notice of such cancellation to the “ClosingCompany.” (c) Payment of the purchase price for the Firm Shares shall be made at the Closing Date (and, if applicable, payment for the Option Shares shall be made at the Option Closing Date) by wire transfer in immediately available available-funds to the order of the Company. The Company shall deliver, or as directed by the Company upon delivery of certificates for cause to be delivered a credit representing the Firm Shares or the Option Shares, as the case may be, to the Representatives through the facilities of an account or accounts at The Depository Trust Company as designated by the Underwriters for the respective accounts of the several Underwriters. Certificates , at the Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the Firm Shares amount of the purchase price thereof. Time shall be registered of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (d) Not later than 12:00 noon on the first business day following the date of this Agreement, the Company shall deliver or cause to be delivered copies of the Prospectus in such name or names quantities and shall be in at such denominations places, as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateUnderwriters shall request.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter the Purchaser, and each Underwriter, severally and not jointly, the Purchaser agrees to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares of Common Stock at $1.50 per Share in the amount shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration and as part of the Units purchased, the Purchaser will receive Warrants to purchase 17,500 Warrant Shares for each Unit Purchased or such other number of shares as shall represent 105% warrant coverage, subject to adjustment as set forth opposite their respective names in the Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on Schedule A hereto together with any additional number behalf of Shares which such Underwriter may become obligated to purchase pursuant to the provisions Company, against payment by or on behalf of Section 10 hereof. (b) Payment the Purchasers, of the purchase price for, and therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of certificates representing, and payment for the Firm Shares and the Warrants shall be made at the offices of each of the Underwriters’ CounselPurchasers, at not later than 12:00 noon (New York time) on or before November 15, 2004 (the "CLOSING"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." Each Purchaser shall make payment in full for all Units purchased by wire transfer of immediately available funds to the escrow account of Gersten Savage Kaplowitz Wolf & Marcus, LLP, at the account set for▇▇ ▇▇▇▇w: ▇▇▇▇lin▇ ▇▇▇▇onal Bank 500 Seventh Avenue New York, New York 10018 ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.▇▇▇ Gersten ▇▇▇▇▇▇ ▇▇LA Account

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____14.76375, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ CounselSkadden, ▇▇▇ ▇▇▇Arps, Slate, M▇▇▇▇▇▇ ▇▇▇▇▇▇, & F▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) orFebruary 1, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2008, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Bear S▇▇▇▇▇▇ and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Daterequest. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 1,200,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear S▇▇▇▇▇▇, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as Bear S▇▇▇▇▇▇ in its sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by Bear S▇▇▇▇▇▇ and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the ------------------------------------------ representations, warranties, covenants covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriterthe Underwriters, severally and not jointly, agrees and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $____, Company the number of Firm Shares set forth opposite their respective the Underwriters' names on in Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the 1 hereto. The purchase price for, per Firm Share to be paid by the Underwriters shall be $________ and delivery of certificates representing, the initial public offering price per Firm Share shall be $________. Payment for the Firm Shares by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Underwriters’ CounselCohig & Associates, Inc., Suite 400, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares. Such delivery and payment shall be agreed upon by the Representatives and the Company, made at 10:00 A.M.a.m., New York City timeMountain Time, on the third (3rd) orbusiness day following the time of the initial public offering, as permitted under Rule 15c6defined in Section 10(a). The time and date of such delivery and payment are herein called the "Closing Date." In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-1 under allotments, at the Exchange Actsame purchase price per Additional Share as the price per Share of the Firm Shares provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, fourth (4th) business in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness Effective Date of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by written notice by the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the Company time and date, as permitted under Rule 15c6-1 under determined by the Exchange Act Representative, when such Additional Shares are to be delivered (such time and date of payment and delivery being are herein called the “an "Additional Closing Date”"). The closing ; provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the payment exercise of the purchase price for, and delivery of certificates representing, option shall have been given nor later than the Firm Shares is referred to herein as eighth business day after the “Closing.” (c) date on which such notice shall have been given. Payment of the purchase price for the Firm Additional Shares shall be made by wire transfer certified or official bank check in immediately available clearing house funds payable to or as directed by the order of the Company at the offices of Cohig & Associates, Inc., Suite 400, 6300 South Syracuse Way, Englewood, Colorado, or at such other place as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates for representing the Firm Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersyou. Certificates for the Firm Shares purchased shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the -13- Closing Date or Additional Closing Date, as applicable. The Company will shall permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Shares, the Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing Datefor not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non- defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. (a) AND THE ADDITIONAL SHARES. -------------------------------------------------------------------- -16- On the basis of the representations, warranties, covenants covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter the Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a the numbers of shares of Common Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of Common Stock to be paid by the Underwriters shall be $____, 4.60. The initial public offering price per share of Common Stock shall be $ 5.00. Payment for the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to by the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares Underwriters shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company at the offices of the Underwriters’ CounselSunrise Securities Corp., ▇▇▇ ▇▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place in the New York City metropolitan area as the Representatives shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representatives for the respective accounts of the Underwriters. Such delivery and payment shall be agreed upon by the Representatives and the Company, made at 10:00 A.M.a.m., New York City local time, on the third (3rd) orbusiness day following the time of the initial public offering, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4thdefined in Section 11(a) business day (unless such time and date is postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement9(c)), or at such other time not later than ten (10) business days after such date as shall be agreed upon by between the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such Company. The time and date of such delivery and payment and delivery being herein called are hereinafter referred to as the “"Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. " Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives may request in writing at least two (2) full business days before prior to the Closing Date. The Company will shall permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. In addition, the Company hereby grants to the Representatives, the Over- allotment Option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Shares as provided for in this Section 3. The Over-allotment Option may be exercised only to cover over-allotments in the sale of shares by the Underwriters. The Over-allotment Option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the thirtieth day following the date on which the Registration Statement becomes effective under the Act, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of shares of Additional Shares as to which the Over-allotment Option is being exercised (which shall be allocated as to the Company and the Representatives deem appropriate) and the time and date, as determined by the Representatives, when such shares of Additional Shares are to be delivered (such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Stock, whether in the form of cash, shares of Common Stock, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Shares on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Shares by the Representatives shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company at the offices of Sunrise Securities Corp., ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place in the New York City metropolitan area as the Representatives shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Shares to the Representatives for the account of the Representatives. Certificates for the shares of Additional Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. It is understood that the Representatives, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representatives at the time of delivery of the Shares or the Additional Shares, as the case may be, to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[___] per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the [fourth] business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Company, Option Shares at a purchase the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of $____this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representatives and the Company otherwise agree in writing), nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). Notwithstanding any of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by you in such Underwriter may become obligated manner as to purchase pursuant to avoid fractional shares. To the provisions of Section 10 hereof. (b) Payment of extent, if any, that the purchase price foroption is exercised, and delivery of certificates representing, payment for the Firm Option Shares shall be made at on the offices Option Closing Date in federal (same day) funds drawn to the order of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and against delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives book-entry interests therefor through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forthcontained herein, the Company agrees to shall sell to each Underwriter the Underwriters, and each Underwritersuch Underwriter severally, severally and not jointly, agrees to shall purchase from the Company, Company at a purchase price per share of $_____ per Share, at the place and time hereinafter specified, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter in Schedule I hereto. Delivery of the Firm Shares against payment therefor shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at such other place as may become obligated to purchase pursuant to be designated by agreement between you and the provisions Company) at 10:00 a.m., New York City time, on _____, 1998, or at such later time and date as you may reasonably designate, such time and date of Section 10 hereofpayment and delivery for the Firm Shares being herein called the "First Closing Date." (b) Payment In addition, subject to the terms end conditions set forth herein, and on the basis of the purchase price forrepresentations, warranties and delivery of certificates representingagreements contained herein, the Firm Company hereby grants an option (the "Over-allotment Option") to the several Underwriters (or, at the Representatives' option, to the Representatives individually) to purchase from the Company at the price per Share as set forth in subsection (a) above, all or any part of the respective number of Option Shares determined as hereinafter provided. The Over-allotment Option may be exercised within 30 days after the effective date of the Registration Statement upon notice by the Representatives to the Company advising as to the amount of Option Shares as to which such option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date (hereinafter, the "Option Closing Date") shall be made reasonably determined by the Representatives but shall not be earlier than two nor later than five full business days after the exercise of the Over- allotment Option, nor in any event prior to the First Closing Date. Delivery of the Option Shares against payment therefor shall take place at the offices of the Underwriters’ Counsel▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The number of Option Shares to be purchased by each Underwriter, if any, shall bear the same percentage to the total number of Option Shares being purchased by the several Underwriters pursuant to this subsection (b) as the respective numbers of Firm Shares being purchased by such Underwriter bears to the respective total numbers thereof, as adjusted, in each case by the Representatives in such manner as the Representatives may deem appropriate. The Over-allotment Option may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Shares referred to in subsection (a) above. In the event the Company declares or pays a dividend or distribution on its Common Stock, whether in the form of cash, shares of Common Stock or any other consideration, prior to the Option Closing Date, such dividend or distribution shall also be paid on the Option Shares on the Option Closing Date. (c) The Company will make the certificates for the Shares to be purchased by the several Underwriters hereunder available to you for review at least two full business days prior to the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates"). The certificates shall be in such names and denominations as you may request, at least two full business days prior to the Closing Dates. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. Definitive certificates in negotiable form for the Firm Shares to be purchased by the Underwriters hereunder will be delivered by the Company to you for the accounts of the several Underwriters against payment of the respective purchase prices by the several Underwriters, by certified or bank cashier's checks in New York Clearing House funds, payable to the order of the Company with regard to the Firm Shares to be purchased from the Company. In addition, in the event the Underwriters (or the Representatives, individually) exercise the Over-allotment Option for all or any portion of the Option Shares pursuant to the provisions of subsection (b) above, payment for such Option Shares shall be made by certified or bank cashier's checks in New York Clearing House funds payable to or upon the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other place as shall may be agreed upon designated by agreement between the Representatives and the Company, ) at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called of such Option Shares as required by the “Closing Date”). The closing provisions of subsection (b) above, against receipt of the payment of the purchase price for, and delivery of certificates representing, the Firm for such Option Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be Underwriters registered in such name or names and shall be in such denominations as the Representatives may request at least two request. It is understood that you, individually and not as Representatives of the several Underwriters, may (2but shall not be obligated to) business days before the Closing Date. The Company will permit make any and all payments required pursuant to this Section 3 on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives at the time of delivery of the Shares to examine and package be purchased by such certificates for delivery at least one Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. It is also understood that you individually rather than all of the Underwriters may (1but shall not be obligated to) full business day prior purchase the Option Shares referred to in subsection (b) of this Section 3, but only to cover overallotments. It is understood that the several Underwriters propose to offer the Shares (including the Option Shares) to be purchased hereunder to the Closing Datepublic upon the terms and conditions set forth in the Registration Statement, after the Registration Statement becomes effective.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____48.50 per Share, the number of Firm Shares set forth opposite their respective names on the name of such Underwriter in Schedule A I hereto together with (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) ). Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of the Underwriters’ Counsel▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, 1400 KeyBank Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 a.m. New York time, on March 7, 2011 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, 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 Underwriters to purchase severally 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 notice at any time and from time to time within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days 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”). Notwithstanding the preceding sentence, if the option is exercised at least one day prior to the Closing Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, 1400 KeyBank Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 A.M., a.m. New York City time, on the third (3rd) orOption Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed Representatives request in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time writing not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. PAGE 7 - UNDERWRITING AGREEMENT (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $____ per Share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the Underwriters to purchase from the Company, Option Shares at a purchase the price per share Share as set forth in the first paragraph of $____this Section 2. The Company may assign the obligation to deliver the Common Stock component of the Option Shares to certain shareholders of the Company as more fully described in the Prospectus; however, no such assignment shall affect the obligation of the Company to deliver or cause to be delivered securities representing the Option Shares as to which the option is exercised upon such exercise. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Firm Option Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares as to which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of Underwriters are exercising the purchase price for, and delivery of certificates representingoption, the Firm names and denominations in which the Option Shares are to be registered and the time and date at which certificates representing such Shares are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon determined by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time Representative but shall not be earlier than three nor later than ten (10) 10 full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (such time and date of payment and delivery being herein called referred to as the “"Option Closing Date”"). The closing If the date of exercise of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares option is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to three or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder maybe exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the ------------------------------------------------------------------------------ PAGE 8 - UNDERWRITING AGREEMENT Company, or certified or bank cashier's check drawn to the order of the Company will permit for the Representatives Option Shares to examine and package be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for delivery at least one (1) the Option Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of the Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to 300,000 Shares at a price of $____ per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative's Warrants filed as an exhibit to the Registration Statement.