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 the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ], the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 7:00 A.M. on the third or fourth Business Day (as permitted under Rule 15c6-1 under 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days (as hereinafter defined) after such

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 the Underwriters Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Firm Shares shall be made at the offices of Brob▇▇▇, ▇▇le▇▇▇ & ▇arr▇▇▇▇, ▇▇0 ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or ▇▇ at such other place as shall be agreed upon by you and the Company, at 7:00 A.M. A.M., San Diego time, on the third or fourth Business Day (as permitted under Rule 15c6-1 under 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 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 Business Days after such date as shall be agreed upon by you and the Company (as hereinafter defined) after suchsuch time and date of payment and delivery being herein called the "Closing Date"). As used herein, the term "Business Day" means any day other than a day on which banks are permitted or required to be closed in New York City.

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 the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of [$[ _____], the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of ▇▇▇▇▇▇ Godward LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 7:00 A.M. A.M.(San Diego time) on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer of immediately available funds, against delivery to you at the offices of ▇▇▇▇▇▇ Godward LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as hereinafter definedshall be agreed upon by you and the Company, for the respective accounts of the Underwriters of certificates for the Firm Shares to be purchased by them. Certificates for the Firm 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 Closing Date. The Company will permit you to examine and package such certificates for delivery at least one 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 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 suchthe 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 [__________] 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 of the purchase price for the Additional Shares shall be made by wire transfer of immediately available funds at the offices of ▇▇▇▇▇▇ Godward LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by 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 to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ], the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 7:00 A.M. on the third or fourth Business Day (as permitted under Rule 15c6-1 under 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 15c6-15c6- 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 Business Days (as hereinafter defined) after suchsuch date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). It is understood that each Underwriter has authorized you for its account, to

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 the Underwriters Underwriters, severally and not jointly, that number of Firm Shares set forth on Schedule I opposite the name of such Selling Stockholder and the Underwriters, severally and not jointly, agree to purchase from each Selling Stockholder, that number of Firm Shares set forth on Schedule II opposite the Company, name of such Underwriter at a purchase price per share of $[ ], the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus ] together with any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 10 hereof. (b) Payment of the purchase price for, and delivery of certificates forrepresenting, the Firm Shares shall be made at the offices office of ▇▇▇▇▇▇▇Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Underwriters' Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you the Lead Manager and the Company, at 7:00 A.M. 10:00 A.M., New York City time, on the third or fourth Business Day (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 9 10 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of under the RegulationsSecurities Act, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days business days after such date as shall be agreed upon by the Lead Manager and the Company (as hereinafter defined) after suchsuch time and date of payment and delivery being herein called 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 the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in on Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Brobeck, Phleger & Harrison LLP, 2200 Geng Road, Palo Alto, CA 94303 ("U▇▇▇▇▇▇▇, te▇▇' ▇▇▇nse▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇at suc▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, or at such other place as shall be agreed upon ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇on by you and the Company, at 7:00 A.M. 10:00 A.M., New York City time, on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days (business days after such date as hereinafter defined) after suchshall be agreed upon by you and the Company)(such time and date of payment and delivery being herein called 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 to the Underwriters an aggregate of 3,850,000 Firm Shares and (ii) the Selling Stockholder agrees to sell to the several Underwriters an aggregate of 350,000 Firm Shares. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, 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 the respective names of the Underwriters in Schedule SCHEDULE I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Gibs▇▇, ▇▇nn & ▇rut▇▇▇▇ ▇▇▇, Jamboree Center, 4 Pa▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or ▇▇ at such other place as shall be agreed upon by you and Bear Stea▇▇▇ ▇▇▇ the Company, at 7:00 10:00 A.M. on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days business days after such date as shall be agreed upon by Bear Stea▇▇▇ ▇▇▇ the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). Payment shall be made to the Company with respect to the Shares sold by it and to the Custodian with respect to the Shares sold by the Selling Stockholder by wire transfer in same day funds, against delivery to you for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. The 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 Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Stockholder hereunder and to hold such amounts for the account of the Selling Stockholder 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 in such authorized denominations as hereinafter definedyou may request in writing at least two full business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one 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 630,000 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 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. 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, unless otherwise agreed to by Bear Stea▇▇▇ ▇▇▇ the Company, the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after suchthe 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 any Additional Shares purchased 15 from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. 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 3,850,000, 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 Gibs▇▇, ▇▇nn & ▇rut▇▇▇▇ ▇▇▇, Jamboree Center, 4 Pa▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇ 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) 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 and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter and the Underwriterseach Underwriter, severally and not jointly, agree agrees to purchase from the Company, at a purchase price per share of $[ ]_____ per Share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any an additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Firm Shares and the Option Shares (if the option provided for in Section 2(c) below shall have been exercised on or before the third full business day prior to the Closing Date) shall be made at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero PlaceING Barings LLC, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you ING Barings LLC and the Company, at 7:00 10:00 A.M. on the third or fourth Business Day full business day (as permitted under Rule 15c6-1 under 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 full 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 Business Days five business days after such date as shall be agreed upon by you and the Company (as hereinafter defined) after suchsuch time and date of payment and delivery being herein called the "Closing Date"); PROVIDED, HOWEVER, that if the Company has not made available to the Underwriters copies of the Prospectus in such quantities and at

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 sell 2,000,000 of the Firm Shares to the Underwriters, (ii) the Selling Stockholder agrees, severally and not jointly, to sell 1,000,000 of the Firm Shares to the Underwriters and (iii) 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 the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 7:00 10:00 A.M. on the third or fourth Business Day business day (as permitted under by Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 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 Securities Act Regulations, the third or fourth business day (as permitted under by 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 Business Days business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be ------------ made to the Company and the Selling Stockholder by wire transfer in same day funds, against delivery to you for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Certificates for the Shares shall be registered in such name or names and in such authorized denominations as hereinafter definedyou may request in writing at least two full business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 450,000 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 3(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 suchthe 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). 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 3,000,000, 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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, 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, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters, Underwriters severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]US$_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ("Underwriters' Counsel") or at such other place as shall be agreed upon by you the Underwriters in Schedule I hereto and the Company, at 7:00 A.M. 10:00 A.M., New York City time on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days business days after such date as shall be agreed upon by Bear, ▇▇▇▇▇▇▇ & Co. Inc. and the Company (as hereinafter defined) after suchsuch time and date of payment and delivery being herein called 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 the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]19.130175, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Bear, Stea▇▇▇ & ▇o. Inc., 245 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 7:00 10:00 A.M. on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days (business days after such date as hereinafter defined) after suchshall be agreed upon by you

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 the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]21.485, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Bear, Stea▇▇▇ & ▇o. Inc., 245 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you the Underwriters and the Company, at 7:00 10:00 A.M. on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days business days after such date as shall be agreed upon by the Underwriters and the Company (as hereinafter defined) after suchsuch time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in same day funds, against delivery to the

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 the Underwriters and the Underwriters, Underwriters severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]US$19.66, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, Ne▇ ▇▇▇▇ ▇▇▇▇▇ ("Und▇▇▇▇▇▇▇, ▇s' Cou▇▇▇▇▇") ▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed ed upon by you the Lead Managers and the Company, at 7:00 A.M. 10:00 A.M., New York City time on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under 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) after the determination of the initial public offering price of the Shares)this Agreement, or such other time not later than ten Business Days business days after such date as shall be agreed upon by the Lead Managers and the Company (as hereinafter defined) after suchsuch time and date of payment and delivery being herein called the "Closing Date").

Purchase, Sale and Delivery of the Shares. (a) 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 and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]$ , the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any an additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 10 hereof. (b) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares and the Option Shares (if the option provided for in Section 3(c) below shall have been exercised on or before the third full business day prior to the Closing Date) shall be made at the offices of Winthrop, Stimson, Putn▇▇ & ▇obe▇▇▇, ▇▇5 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you ING Barings LLC and the Company, at 7:00 10:00 A.M. on the third or fourth Business Day full business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 10 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 full 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 Business Days (five business days after such date as hereinafter defined) after suchshall be agreed upon by you

Purchase, Sale and Delivery of the Shares. (a) On The Company agrees to sell to the respective Underwriters and, 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 of the Underwriters and the Underwritersagrees, 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 the respective names of the Underwriters its name in Schedule I hereto at a price per share of [________] with respect to an aggregate of 4,500,000 shares, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereofhereof at a price per share of [_________]. (b) Payment Delivery of certificates for the Firm Shares and payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Bear, Stea▇▇▇ & ▇o. Inc., 245 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place or places as shall be agreed upon by you the Representatives and the Company, at 7:00 10:00 A.M. New York City time, on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under 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 elects to rely upon on 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 Business Days (business days after such date as hereinafter defined) after suchshall be

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 the Underwriters Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ], the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of Paul, ▇▇st▇▇▇▇ ▇▇▇o▇▇▇▇ & ▇alk▇▇ ▇▇▇, 399 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 7:00 9:00 A.M. (New York time) on the third or fourth Business Day (Day, as permitted under Rule 15c6-1 under 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 Act1934 ▇▇▇) after ▇▇ter the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As used herein, the term "Business Day" means any day other than a day on which banks are permitted or required to be closed in New York, New York. Payment shall be made to the Company by wire transfer in same day funds, against delivery to you at the offices of Paul, ▇▇st▇▇▇▇ ▇▇▇o▇▇▇▇ & ▇alk▇▇ ▇▇▇, 399 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ such other location as hereinafter defined) after suchmay be mutually acceptable, for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Certificates for the 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 Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full Business Day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) 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 and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter and the Underwriterseach Underwriter, severally and not jointly, agree agrees to purchase from the Company, at a purchase price per share of $[ ]_____ per Share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I 1 hereto plus any an additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Firm Shares and the Option Shares (if the option provided for in Section 3(c) below shall have been exercised on or before the third full business day prior to the Closing Date) shall be made at the offices of ▇▇▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel")Three World Financial Center, Two Embarcadero PlaceNew York, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇New York 10285, or at such other place as shall be agreed upon by you ▇▇▇▇▇▇ Brothers Inc. and the Company, at 7:00 10:00 A.M. on the third or fourth Business Day full business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 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 full 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 Business Days five business days after such date as shall be agreed upon by you and the Company (as hereinafter defined) after suchsuch time and date of payment and delivery being herein called the "Closing Date"); PROVIDED, HOWEVER, that if the Company has not made available to the Underwriters copies of the Prospectus in such quantities and at such places requested by the Underwriters, no later than noon on the business day following the execution of this Agreement, ▇▇▇▇▇▇ Brothers Inc. may, in its sole discretion, postpone the Closing Date until no later than two full business days

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 issue and sell to the several Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]_________, the number of Firm Shares set forth opposite the respective names of the Underwriters on Schedule I hereto and (ii) the Selling Stockholder agrees to sell to the several Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Selling Stockholder, at the same price per share as specified in clause (i) hereof, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereofhereto. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Morg▇▇ ▇▇▇▇▇▇ & ▇ompany, Inc., 50 N▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place location as may be mutually acceptable. Such delivery and payment shall be agreed upon by you and the Company, made at 7:00 10:00 A.M. on the third or fourth Business Day (as permitted under Rule 15c6-1 under the Exchange Act) business day (unless such time and date 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days (as hereinafter defined) after suchoffering

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 the Underwriters and the Underwriters, Underwriters severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ("Underwriters' Counsel") or at such other place as shall be agreed upon by you the Underwriters in Schedule I hereto and the Company, at 7:00 A.M. 10:00 A.M., New York City time on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days business days after such date as shall be agreed upon by Bear, ▇▇▇▇▇▇▇ & Co. Inc. and the Company (as hereinafter defined) after suchsuch time and date of payment and delivery being herein called 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 the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of $[ ]_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule on SCHEDULE I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 10 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Gibs▇▇, ▇▇nn & ▇rut▇▇▇▇ ▇▇▇, Jamboree Center, 4 Pa▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("▇NDERWRITERS' COUNSEL"), or at such other place as shall be agreed upon by you Bear, Stea▇▇▇ & ▇o. Inc. and the Company, at 7:00 A.M. 10:00 A.M., New York City time, on the third or fourth Business Day business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 10 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) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment for the 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 with respect to the Firm Shares sold by it and to the Selling Stockholders (or to the Custodian) with respect to the Firm Shares sold by the Selling Stockholders upon delivery of certificates for the Shares to you through the facilities of the Depository Trust Company, if you so elect, for the respective accounts of the several Underwriters against receipt therefor signed by you. Certificates for the Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as hereinafter definedyou may request at least one business day before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, the Company and the Selling Stockholders hereby grant to the Underwriters the option to purchase up to an aggregate of 750,000 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 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 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, unless otherwise agreed to by Bear, Stea▇▇▇ & ▇o. Inc. and the Company, the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after suchthe 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

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 the Underwriters Underwriters, and the Underwriterseach Underwriter agrees, severally and not jointly, agree to purchase from the Company, at a purchase price of $ per share of $[ ]share, the number of Firm Shares set forth opposite the respective names name of the Underwriters each Underwriter in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated hereof, subject to purchase pursuant to the provisions of adjustments in accordance with Section 9 hereof. . (b) Payment of the purchase price for, and delivery of certificates for, for the Firm Shares shall to be sold hereunder 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 Alex. Brow▇ & ▇ons Incorporated, 135 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇10:00 a.m., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Baltimore time, on the third business day after the date of this Agreement or at such other place time and date not later than five business days thereafter as shall be agreed upon by you and the CompanyCompany shall agree upon, at 7:00 A.M. such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the third Nasdaq Stock Market (National Market) is open for trading and on which banks in New York are open for business and not permitted by law or fourth Business Day (executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed Representatives request 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) after the determination of the initial public offering price of the Shares), or such other time writing not later than ten Business Days (as hereinafter defined) after suchthe second full business day -5- 7 prior to the Closing Date, and will be made available for inspection by the Representatives at least one 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 the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $[ ]_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices office of Bear ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 7:00 A.M. 10:00 a.m. on the third or fourth Business Day business day (as permitted under Rule 15c6-1 of the rules and regulations of the Commission under the Exchange ActAct (the "Exchange Act Regulations")) (unless postponed in accordance with the provisions of Section 9 hereof) hereof following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Securities Act Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under of the Exchange ActAct Regulations) after the determination of the initial public offering price of the Shares), or such other time not later than ten Business Days business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in same-day funds, against delivery to you for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Certificates for the Shares shall be registered in such name or names and in such authorized denominations as hereinafter definedyou may request in writing at least 48 hours prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least 24 hours prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,500,000 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 suchthe 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 48 hours prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least 24 hours 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 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 office Bear ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, 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) 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 and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter and the Underwriterseach Underwriter, severally and not jointly, agree agrees to purchase from the Company, at a purchase price per share of $[ ]_____ per Share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I 1 hereto plus any an additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Firm Shares and the Option Shares (if the option provided for in Section 3(c) below shall have been exercised on or before the third full business day prior to the Closing Date) shall be made at the offices of ▇▇▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel")Three World Financial Center, Two Embarcadero PlaceNew York, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇New York 10285, or at such other place as shall be agreed upon by you ▇▇▇▇▇▇ Brothers Inc. and the Company, at 7:00 10:00 A.M. on the third or fourth Business Day full business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 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 full 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 five business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"); provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus in such quantities and at such places requested by the Underwriters, no later than noon on the business day following the execution of this Agreement, ▇▇▇▇▇▇ Brothers Inc. may, in its sole discretion, postpone the Closing Date until no later than two full business days following the delivery of such copies of the Prospectus. Payment for the Firm Shares shall be made to the Company by wire transfer in immediately available funds to the order of the Company, against delivery, as provided hereof, of the Firm Shares to the Underwriters. The Company shall deliver or cause to be delivered at ▇▇▇▇▇▇ Brothers Inc.'s election either: (i) a credit representing the Firm Shares to an account or accounts at The Depository Trust Company, as designated by ▇▇▇▇▇▇ Brothers Inc. for the accounts of ▇▇▇▇▇▇ Brothers Inc. and the several Underwriters on the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amounts of the purchase price there for; or (ii) certificates for the Firm Shares which shall be registered in such name or names and in such authorized denominations as ▇▇▇▇▇▇ Brothers Inc. may request on or before noon on the business day prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at noon on the business day prior to the Closing date. "Business Days (as hereinafter defined) after suchday" shall mean any day other than a Saturday, Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.