Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. Upon the terms and subject to the conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein referred to as the "Stock Purchase." Upon the terms and subject to the conditions of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[___] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, subject to adjustment in accordance with Section 9 hereof, bears to the total number of Firm Shares in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller be paid by the Underwriters to the Company for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Purchase Consideration Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A 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 the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 9 hereof.

Sale and Purchase. Upon On the basis of the representations and warranties and the other terms and conditions herein set forth, the Selling Stockholders severally agree to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A bears to the number of Firm Shares to be sold by the Selling Stockholders , at a purchase price of $_____________ per Share. You may release the Firm Shares for public sale promptly after this Agreement becomes effective. You may, from time to time, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, each of this Agreementthe Selling Stockholders, simultaneously severally and not jointly, grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders all or a portion of the Additional Shares set forth opposite the name of such Selling Stockholder on Schedule B as may be necessary to cover over allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichShares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the several Underwriters to the Purchase Consideration Selling Stockholders for the Firm Shares. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated Company and the Representatives of the Selling Stockholders referred to in writing by Seller at least two the immediately succeeding paragraph. 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the 4 3 second business day(1) after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option shall have been exercised. The number of Additional Shares to be purchased by each Underwriter shall be the number that bears the same proportion to the conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A bears to the Employee Trust a total number of shares Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The number of Company Common Stock equal Additional Shares to be sold by each Selling Stockholder shall be the number which bears the same proportion to the Management Rollover Common Share Number aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder on Schedule B bears to the total number of Additional Shares available for sale under the over-allotment option (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder (the "Employee Trust Common StockPOWERS OF ATTORNEY") ), ________________ and a number ________________ will act as representatives of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number Selling Stockholders. The foregoing representatives (the "Employee Trust Preferred Stock," which together REPRESENTATIVES OF THE SELLING STOCKHOLDERS") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the Employee Trust Common Stocksale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the "Employee Trust Company Stock")certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in consideration ofconnection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to secure, take such other action as may be necessary or desirable in connection with the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergertransactions contemplated by this Agreement.

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Selling Stockholder the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company and the Selling Stockholder have been advised by the Underwriters that they propose to make a public offering of the Shares as soon as the Representative deems advisable after this Agreement has been executed and delivered. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Selling Stockholder hereby grants to the Underwriters an option to purchase, and on the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Selling Stockholder, all or a portion of this Agreementthe Option Shares at the same purchase price per share to be paid by the Underwriters to the Selling Stockholder for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, simultaneously with by written notice from the Effective TimeRepresentative to the Company and the Selling Stockholder, Seller which notice may be electronic (“Option Shares Notice”). The Option Shares Notice shall sell, convey, transfer, assign and deliver set forth the aggregate number of Option Shares as to Purchaserwhich the option is being exercised, and Purchaser shall purchase, acquire the date and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal time when the Option Shares are to the Management Rollover Common Share Number be delivered (the "Purchased Common Stock") such date and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are time being herein referred to as the "Stock Purchase." Upon “Option Closing Date”); provided, however, that the terms and subject Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the second (2nd) full business day after the date on which the Option Shares Notice shall have been delivered as set forth herein, nor later than the tenth (10th) full business day after such date of delivery. As of the Option Closing Date, the Selling Stockholder will sell to the conditions of this AgreementUnderwriters, simultaneously with and the Effective TimeUnderwriters will purchase, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to Option Shares set forth in the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerOption Shares Notice.

Sale and Purchase. Upon On the terms basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign Company agrees to issue and deliver sell to Purchaserthe Underwriters the Firm Shares, and Purchaser shall each of the Underwriters agrees, severally and not jointly, to purchase from the Company the Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth on Schedule B hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, acquire and accept from Seller 5,600,000 shares upon the basis of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") warranties and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein referred to as the "Stock Purchase." Upon the terms representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by the Representatives, on behalf of the Underwriters, at any time and from time to time in whole or in part by written notice from the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Additional Shares as to which the option is being exercised, simultaneously with (ii) the Effective Timenames and denominations in which the certificates will be delivered and (iii) the date, time and place at which such certificates will be delivered (such date, the Company “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall issue not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The Representatives, on behalf of the Underwriters, may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer [INSERT NAME OF LEAD UNDERWRITER] on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree, severally and not jointly (subject to Section 12), to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule B hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stockherein set forth, the "Purchased Company Stock")Underwriters shall have the right to purchase from the Company, free and clear all or a portion of all Liens, in consideration for whichthe Option Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule B hereto. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the account designated in writing by Seller at least two Company, which notice may be electronic (2) business days prior to the Closing“Option Shares Notice”). The transactions contemplated by this Section 2.2 Option Shares 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 (such date and time being herein referred to as the "Stock Purchase." Upon “Option Closing Date”); provided, however, that the terms Option Closing Date may be the same date and subject to time as the conditions Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of this Agreement, simultaneously with the Effective TimeOption Shares Notice. As of the Option Closing Date, the Company shall will issue and sell to the Employee Trust a Underwriters, and the Underwriters will purchase, the number of shares of Company Common Stock equal to Option Shares set forth in the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerOption Shares Notice.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC ("UBS") on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 10 hereof, in each case at the applicable U.S. or Canadian purchase price per Share set forth in Schedule B hereto. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable, simultaneously and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectuses. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer the Managing Underwriters on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectuses, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Managing Underwriters may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 10 hereof.

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stockherein set forth, the "Purchased Company Stock")Underwriters shall have the right to purchase from the Company, free and clear all or a portion of all Liens, in consideration for whichthe Option Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the account designated in writing Company, which notice may be by Seller at least two email (2) business days prior to the Closing“Option Shares Notice”). The transactions contemplated by this Section 2.2 Option Shares 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 (such date and time being herein referred to as the "Stock Purchase." Upon “Option Closing Date”); provided, however, that the terms Option Closing Date may be the same date and subject to time as the conditions Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of this Agreement, simultaneously with the Effective TimeOption Shares Notice. As of the Option Closing Date, the Company shall will issue and sell to the Employee Trust a Underwriters, and the Underwriters will purchase, the number of shares of Company Common Stock equal to Option Shares set forth in the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerOption Shares Notice.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the respective Underwriters, and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $___________ per share. The Company has been advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the public offering to such extent as it may determine. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters the option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or such portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Timesame purchase price per share to be paid by the Underwriters for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Purchaser shall pay to Seller an amount equal by written notice to the Purchase Consideration by making a wire transfer Company. Such notice shall set forth the aggregate number of immediately available funds in U.S. dollars Additional Shares as to which the account designated in writing by Seller at least two option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as hereinafter defined) or earlier than the terms 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. If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, severally and not jointly, agrees to purchase that proportion of the total number of Additional Shares then being purchased which bears the same proportion to the aggregate number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 9 hereof.

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stockherein set forth, the "Purchased Company Stock")Underwriters shall have the right to purchase from the Company, free and clear all or a portion of all Liens, in consideration for whichthe Option Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representatives to the account designated in writing by Seller at least two Company, which notice may be electronic (2) business days prior to the Closing“Option Shares Notice”). The transactions contemplated by this Section 2.2 Option Shares 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 (such date and time being herein referred to as the "Stock Purchase." Upon “Option Closing Date”); provided, however, that the terms Option Closing Date may be the same date and subject to time as the conditions Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of this Agreement, simultaneously with the Effective TimeOption Shares Notice. As of the Option Closing Date, the Company shall will issue and sell to the Employee Trust a Underwriters, and the Underwriters will purchase, the number of shares of Company Common Stock equal to Option Shares set forth in the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerOption Shares Notice.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company (a) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 8 hereof, at a purchase price of approximately $9.9863 per Firm Unit, for an aggregate discount from the price to the public of $7,500,000. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Units to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at a purchase price of $10.00 per Additional Unit. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Management Rollover Common Share Number (Company. Such notice shall set forth the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a aggregate number of shares of Company Preferred Stock equal Additional Units as to which the Management Rollover Preferred Share Number Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free any such date and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the aggregate number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the conditions discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Agreement, simultaneously with the Effective TimeSection 1, the Company shall issue hereby agrees to pay to the Employee Underwriters a deferred discount of an aggregate of $15,437,500 for the Units purchased hereunder (the “Deferred Discount”), subject to Section 4(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust a number Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Company the Common Stock equal included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Management Rollover Common Share Number Deferred Discount and (ii) the "Employee trustee under the Trust Common Stock") and a number of shares of Company Preferred Stock equal Agreement is authorized to distribute the Deferred Discount to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerPublic Stockholders on a pro rata basis.

Sale and Purchase. Upon the terms basis of the representations and ----------------- warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the 30th day following the date hereof by written notice to the Purchase Consideration by making a wire transfer Company. Such notice shall set forth the aggregate number of immediately available funds in U.S. dollars Additional Shares as to which the account designated in writing by Seller at least two option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); provided, however, that the terms and subject additional -------- ------- time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day/1/ 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine solely to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stockherein set forth, the "Purchased Company Stock")Underwriters shall have the right to purchase from the Company, free and clear all or a portion of all Liens, in consideration for whichthe Option Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the account designated in writing by Seller at least two Company, which notice may be electronic (2) business days prior to the Closing“Option Shares Notice”). The transactions contemplated by this Section 2.2 Option Shares 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 (such date and time being herein referred to as the "Stock Purchase." Upon “Option Closing Date”); provided, however, that the terms Option Closing Date may be the same date and subject to time as the conditions Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of this Agreement, simultaneously with the Effective TimeOption Shares Notice. As of the Option Closing Date, the Company shall will issue and sell to the Employee Trust a Underwriters, and the Underwriters will purchase, the number of shares of Company Common Stock equal to Option Shares set forth in the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerOption Shares Notice.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of 97% of the principal amount thereof. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Timeaggregate principal amount of Firm Notes to be purchased by each of them, Seller shall sellall or a portion of the Additional Notes, conveyat a purchase price of 97% of the principal amount thereof, transferplus accrued interest, assign and deliver to Purchaserif any, and Purchaser shall from the “time of purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal ” (as hereinafter defined) to the Management Rollover Common Share Number “additional time of purchase” (as hereinafter defined), such accrued interest to be calculated in the "Purchased Common Stock") same manner and 59,000 shares at the same rate at which interest accrues on the Notes in accordance with their terms and the terms of Company Preferred Stock minus a number the Indenture. The option to purchase Additional Notes may be exercised by the Representatives on behalf of shares of Company Preferred Stock equal the several Underwriters at any time and from time to time on or before the thirteenth day following the date on which the Firm Notes are first issued by written notice to the Management Rollover Preferred Share Number Company. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the option to purchase Additional Notes is being exercised and the date and time when the Additional Notes are to be delivered (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free any such date and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor later than the terms and tenth business day after the date on which the option to purchase Additional Notes shall have been exercised. The principal amount of Additional Notes to be sold to each Underwriter shall be the principal amount which bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate principal amount of Firm Notes, subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders each agree to sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company and the Selling Shareholders the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $[ ] per Share. The Company and the Selling Shareholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer you on behalf of immediately available funds in U.S. dollars the several Underwriters at any time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second (2nd) business day1 after the date on which the option shall have been exercised nor later than the tenth (10th) 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, such adjustment as you may determine to eliminate fractional shares). As used herein "business day" shall mean a day on which the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerNasdaq National Market is open for trading.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Stockholders hereby grant to the several Underwriters the option to purchase and the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer you on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the account designated in writing by Seller at least two Company and 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 when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day(1) 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters and the Underwriters, acting severally and not jointly, agree to purchase from the Company the Firm Shares in the respective amounts set forth on Schedule A hereto at a purchase price of $10.64 per Share. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this AgreementAgreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, simultaneously the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer the Underwriters at any time and from time to time on or before the thirtieth day following the date of immediately available funds in U.S. dollars the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and subject to additional time of purchase shall not be earlier than the conditions time of this Agreement, simultaneously with purchase (as defined below) nor earlier than the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan second business day after the Mergerdate 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.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of 97.0% of the principal amount of the Firm Notes. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Notes as soon as in your judgment is advisable and (ii) initially to offer the Firm Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Timeaggregate principal amount of Firm Notes to be purchased by each of them, Seller shall sell, convey, transfer, assign and deliver all or a portion of the Additional Notes as may be necessary to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Notes, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars Company for the Firm Notes (without giving effect to any accrued interest from the closing date (as defined below) to the account designated in writing additional time of purchase (as defined below)). The Over-Allotment Option may be exercised by Seller Kxxxx, Bxxxxxxx & Wxxxx, Inc. (“KBW” or the “Manager”) on behalf of the several Underwriters at least two (2) business days prior any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the ClosingCompany. The transactions contemplated by this Section 2.2 Such notice shall set forth the aggregate principal amount of Additional Notes as to which the Over-Allotment Option is being exercised and the date and time when the Additional Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the amount which bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate principal amount of Firm Notes (subject, in each case, to such adjustment as the Manager may determine to eliminate fractional notes), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 10 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter and the Underwriter agrees to purchase from the Company the number of Firm Shares set forth opposite the name of the Underwriter in Schedule A attached hereto at a purchase price of $10.00 per Share. The Company is advised by you that the Underwriter intends (i) to make a public offering of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the Underwriter the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriter to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer the Underwriter at any time and from time to time on or before the thirtieth day following the date of immediately available funds in U.S. dollars the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and subject to the conditions of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan second business day after the Mergerdate on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer Jefferies & Company, Inc. (“Jefferies”), at its sole discretion, on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $24.2125 per share. The Company is advised by you that the Underwriters intend to make a public offering of their respective portions of the Firm Shares upon the terms set forth in the Prospectus (as defined herein). In addition, the Company hereby grants to the several Underwriters the right to purchase at their election, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover sales of shares in excess of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. Any such election may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the election is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms second business day after the date on which the election to purchase Additional Shares shall have been exercised nor later than the tenth business day after the date on which the election to purchase Additional Shares 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 A 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, and subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"Section 8 hereof), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon On the basis of the representations and ----------------- warranties and the other terms and conditions herein set forth, the Company and each Selling Shareholder, severally and not jointly, agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by that Selling Shareholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A bears to the total number of Firm Shares to be sold by the Company and the Selling Shareholders, in each case at a purchase price of $____ per Share. You may release the Firm Shares for public sale promptly after this Agreement becomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of this Agreement, simultaneously the Additional Shares as may be necessary to cover overallotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the several Underwriters to the Purchase Consideration Company and the Selling Shareholders for the Firm Shares. This option may be exercised in whole or in part from time to time on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated in writing by Seller at least two Company. Any 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall occur earlier than the "Stock Purchase." Upon time of purchase (as defined below) nor earlier than the terms and subject second business day after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter at an additional time of purchase shall be the number which bears the same proportion to the conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased at such additional time of purchase as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the basis of the warranties and representations and the other terms and subject conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and the other terms and conditions of this Agreementherein set forth, simultaneously the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day [FN1] 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $9.80 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A attached hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $[ ] per Share (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay to Seller Purchase Price less an amount per Share equal to any dividends or distributions declared by the Purchase Consideration Fund paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by making a wire transfer the Managing Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the account designated in writing by Seller at least two Fund. 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 paid for and delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “Additional Shares Closing Time”); provided, however, that the terms Additional Shares Closing Time shall not be earlier than the Firm Shares Closing Time (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised and subject shall not be later than the tenth business day after the date of such notice. The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same proportion to the conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased at the Effective Time, Additional Shares Closing Time as the Company shall issue number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, such adjustment to eliminate fractional shares as the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerManaging Representatives may determine).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Management Rollover Common Share Number Company for the Firm Shares. The Over-Allotment Option may be exercised by Deutsche Bank Securities Inc. (the "Purchased Common Stock"“DB”), UBS Securities LLC (“UBS”) and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number Barclays Capital Inc. (the "Purchased Preferred Stock" “Barclays” and, together with the Purchased Common StockDB and UBS, the "Purchased Company Stock")“Managers”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal by written notice to the Purchase Consideration by making a wire transfer Company. Such notice shall set forth the aggregate number of immediately available funds in U.S. dollars Additional Shares as to which the account designated in writing by Seller at least two Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Managers may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 10 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $1.5159 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as this AgreementAgreement has become effective as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per Share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as Stifel may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. [Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto at US$[●] per ADS (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Optional ADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [●] Optional ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Optional ADSs shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the ADSs but not payable on such Optional ADSs. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, simultaneously with . Any exercise notice shall specify the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal Optional ADSs to be purchased by the Management Rollover Common Share Number (Underwriters and the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal date on which such ADSs are to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller be purchased. Each purchase date must be at least two (2) business days prior after the written notice is given and may not be earlier than the closing date for the Firm ADSs nor later than ten business days after the date of such notice. Optional ADSs may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the ADSs. On each day, if any, that Optional ADSs are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional ADSs (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing. The transactions contemplated by this Section 2.2 are herein referred total number of Optional ADSs to be purchased on such Option Closing Date as the "Stock Purchase." Upon number of ADSs set forth in Schedule A attached hereto opposite the terms and subject name of such Underwriter bears to the conditions of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerFirm ADSs.]

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters and the Underwriters, acting severally and not jointly, agree to purchase from the Company the Firm Shares in the respective amounts set forth on Schedule A hereto at a purchase price of $24.2125 per Share. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this AgreementAgreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, simultaneously the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer the Underwriters at any time and from time to time on or before the thirtieth day following the date of immediately available funds in U.S. dollars the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (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; provided, further, that if the option shall have been exercised prior to the conditions time of this Agreement, simultaneously with the Effective Timepurchase, the Company additional time of purchase shall issue be the time of purchase unless otherwise agreed to by the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") Representatives and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Initial Purchasers and each of this Agreementthe Initial Purchasers, simultaneously severally and not jointly, agrees to purchase from the Company the aggregate principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A attached hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of 97.0% of the principal amount thereof. In addition, the Company hereby grants to the several Initial Purchasers the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Initial Purchasers shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Timeaggregate principal amount of Firm Notes to be purchased by each of them, Seller shall sellall or a portion of the Additional Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm Notes, convey, transfer, assign at a purchase price of 97.0% of the principal amount thereof. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Initial Purchasers at any time and deliver from time to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal time on or before the thirtieth day following the date hereof by written notice to the Management Rollover Common Share Number Company. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the Over-Allotment Option is being exercised and the date and time when the Additional Notes are to be delivered (the "Purchased Common Stock") any such date and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over- Allotment Option shall have been exercised. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the principal amount which bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Section 9 hereof. The Company shall issue not be obligated to deliver any of the Employee Trust a number Firm Notes or the Additional Notes except upon payment for all of shares of Company Common Stock equal the Firm Notes or Additional Notes, as the case may be, to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergerbe purchased as provided herein.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $59.1169 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the total number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 total number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A 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 the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.92 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $13.561 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly (but in any event subject to the terms of Section 8 hereof), agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $16.1075 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the execution and delivery of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer you on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the third business day1 after the date on which the option shall have been exercised nor later than the fifth full 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the basis of the warranties and representations and the other terms and subject conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and the other terms and conditions of this Agreementherein set forth, simultaneously the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day(1) 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stockherein set forth, the "Purchased Company Stock")Underwriters shall have the right to purchase from the Company, free and clear all or a portion of all Liens, in consideration for whichthe Option Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the account designated in writing by Seller at least two Company, which notice may be electronic (2) business days prior to the Closing“Option Shares Notice”). The transactions contemplated by this Section 2.2 Option Shares 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 (such date and time being herein referred to as the "Stock Purchase." Upon “Option Closing Date”); provided, however, that the terms Option Closing Date may be the same date and subject to time as the conditions Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of this Agreement, simultaneously with the Effective TimeOption Shares Notice. As of the Option Closing Date, the Company shall will issue and sell to the Employee Trust a Underwriters, and the Underwriters will purchase, the number of shares of Company Common Stock equal to Option Shares set forth in the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerOption Shares Notice.

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and allot the Firm Shares to the Underwriters, and the Underwriters agree, severally and not jointly, to subscribe for the Firm Shares, at a subscription price of $[_____] per share (the “Purchase Price”), the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriters the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stockherein set forth, the "Purchased Company Stock")Underwriters shall have the right to subscribe for, free and clear all or a portion of all Liensthe Option Shares, in consideration for whichsolely to cover over-allotments, at the Effective TimePurchase Price. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, Purchaser shall pay to Seller an amount equal by written notice to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two Company (2) business days prior to the Closing“Option Shares Notice”). The transactions contemplated by this Section 2.2 Option Shares 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 issued (such date and time being herein referred to as the "Stock Purchase." Upon “Option Closing Date”); provided, however, that the terms and subject to Option Closing Date shall not be earlier than the conditions Closing Date (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. As of this Agreement, simultaneously with the Effective TimeOption Closing Date, the Company shall will issue and allot to the Employee Trust a Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice. On the Option Closing Date, each Underwriter agrees, severally and not jointly, to subscribe for the number of Option Shares (subject to such adjustments to eliminate fractional shares of Company Common Stock equal as the Representative may determine) that bears the same proportion to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a total number of shares Option Shares to be subscribe for on the Option Closing Date as the number of Company Preferred Stock equal Firm Shares set forth in Schedule C hereto opposite the name of such Underwriter bears to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergertotal number of Firm Shares.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller be paid by the Underwriters to the Company for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Purchase Consideration Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $61.43 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller be paid by the Underwriters to the Company for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Purchase Consideration Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[—] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Additional Share Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal to them, all or a portion of the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichAdditional Shares, at the Effective Timesame purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares, Purchaser shall pay to Seller less an amount per share equal to any dividend or distribution declared by the Purchase Consideration Company and payable on the Firm Shares but not payable on the Additional Shares. The Additional Share Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Additional Share Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Additional Share 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $34.675 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer Xxxxx Xxxxxxxx, Inc. (“Xxxxx Xxxxxxxx”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement and the date of the final receipt from the Canadian Authorities for the Canadian Base PREP Prospectus, respectively, as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. The Company acknowledges and agrees that the Underwriters may offer and sell Shares in the Canadian Qualifying Jurisdictions to or through their respective Canadian broker-dealer affiliates, as contemplated under the heading “Plan of Distribution” in the Canadian Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller be paid by the Underwriters to the Company for the Firm Shares less an amount per share equal to any dividends or distributions declared by the Purchase Consideration Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A 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 the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon Subject to the terms and subject conditions hereof and on the basis of the representations and warranties set forth herein, the Lessee agrees to sell to the conditions of this AgreementOwner Trustee and the Owner Trustee agrees to purchase from the Lessee, simultaneously with (i) on the Effective TimeInitial Closing Date, Seller shall sell, convey, transfer, assign the Units described in Schedules 1A and deliver to Purchaser1B as hereinafter provided, and Purchaser shall purchase(ii) on the Subsequent Closing Date, acquire the Units described in Schedule 1C as hereinafter provided, and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal in connection therewith, the Owner Trustee agrees to pay to the Management Rollover Common Share Number Lessee the Equipment Cost for each of the various Units as specified in Schedules 1A, 1B and 1C; provided, however, that the Owner Trustee shall not be obligated to purchase on the Initial Closing Date or the Subsequent Closing Date any Unit that is destroyed, damaged, defective, in unsuitable condition or otherwise unacceptable to the Lessee for lease pursuant to the Lease. The Lessee shall deliver said Units of Equipment to the Owner Trustee and the Owner Trustee shall accept such delivery on delivery dates as more fully provided herein (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein first such delivery date being referred to herein as the "Stock Purchase.Initial Closing Date" Upon and the terms and subject second such delivery date being referred to the conditions of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (herein as the "Employee Trust Common StockSubsequent Closing Date") ); provided that the Initial Closing Date shall occur on or prior to April 30, 1998 and the Subsequent Closing Date shall occur on or prior to June 15, 1998. Each of the Initial Closing Date and the Subsequent Closing Date are herein sometimes referred to individually as a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number ("Closing Date" and together as the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the Closing Dates"Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the Firm Shares as set forth opposite the name of such Underwriter on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in its judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stockherein set forth, the "Purchased Company Stock")Underwriters shall have the right to purchase from the Company, free and clear all or a portion of all Liensthe Additional Shares, in consideration for whichsolely to cover over-allotments, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares as set forth opposite the name of such Underwriter on Schedule C hereto. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the account designated in writing by Seller at least two Company, which notice may be electronic (2) business days prior to the Closing“Additional Shares Notice”). The transactions contemplated by this Section 2.2 Additional Shares 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 (such date and time being herein referred to as the "Stock “Additional Time of Purchase." Upon ”); provided, however, that the terms and subject to Additional Time of Purchase shall not be earlier than the conditions Time of this Agreement, simultaneously with Purchase (as defined below) nor earlier than the Effective Timesecond (2nd) business day after the date on which the option for Additional Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. As of the Additional Time of Purchase, the Company shall will issue and sell to the Employee Trust a Underwriters, and the Underwriters will purchase, the number of shares of Company Common Stock equal to Additional Share set forth in the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerAdditional Shares Notice.

Sale and Purchase. Upon the terms basis of the warranties and representations and subject to the other terms and conditions of this Agreementherein set forth, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver Company agrees to Purchasersell to the Initial Purchasers, and Purchaser shall each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Firm Notes set forth opposite the name of the Initial Purchasers in Schedule A hereto, at a purchase price of 97% of the principal amount thereof. In addition, the Company hereby grants to the Initial Purchasers the option to purchase, acquire and accept from Seller 5,600,000 shares upon the basis of Company Common Stock minus a number of shares of Company Common Stock equal the representations and warranties and subject to the Management Rollover Common Share Number other terms and conditions herein set forth, the Initial Purchasers shall have the right to purchase, from the Company, all or a portion of the Additional Notes at a purchase price of 97% of the principal amount thereof, plus accrued interest, if any, from the “time of purchase” (the "Purchased Common Stock"as hereinafter defined) and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number “additional time of purchase” (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"as hereinafter defined), free such accrued interest to be calculated in the same manner and clear at the same rate at which interest accrues on the Notes in accordance with their terms and the terms of all Liensthe Indenture. This option may be exercised by UBS Securities LLC (“UBS”), in consideration for whichon behalf of the several Initial Purchasers, at any time and from time to time on or before the Effective Time, Purchaser shall pay to Seller an amount equal thirtieth day following the date hereof by written notice to the Purchase Consideration by making a wire transfer Company. Such notice shall set forth the aggregate principal amount of immediately available funds in U.S. dollars Additional Notes as to which the account designated in writing by Seller at least two option is being exercised and the date and time when the Additional Notes are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be (i) earlier than (a) the "Stock Purchase." Upon “time of purchase” (as defined below) or (b) the terms and subject second business day after the date on which the option shall have been exercised, or (ii) later than the tenth business day after the date on which the option shall have been exercised. The principal amount of Additional Notes to be sold to the conditions of this Agreement, simultaneously with Initial Purchasers shall be the Effective Time, principal amount which bears the Company shall issue same proportion to the Employee Trust a number aggregate principal amount of shares Additional Notes being purchased as the principal amount of Company Common Stock equal Firm Notes set forth opposite the name of each Initial Purchaser on Schedule A hereto bears to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number aggregate principal amount of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerFirm Notes.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters and the Underwriters, acting severally and not jointly, agree to purchase from the Company the Firm Shares in the respective amounts set forth on Schedule A hereto at a purchase price of $5.376 per Share. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this AgreementAgreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, simultaneously the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover the sale of more than 24,000,000 Common Shares made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer the Underwriters at any time and from time to time on or before the thirtieth day following the date of immediately available funds in U.S. dollars the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (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; provided, further, that if the option shall have been exercised prior to the conditions time of this Agreement, simultaneously with the Effective Timepurchase, the Company additional time of purchase shall issue be the time of purchase unless otherwise agreed to by the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") Representatives and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $9.975 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the execution of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine in a manner consistent with applicable law, simultaneously rules and regulations. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters for the Firm Shares. This option may be exercised by you once on behalf of the several Underwriters at any time on or before the 30th day following the date hereof by written notice to the Purchase Consideration by making a wire transfer Company. Such notice shall set forth the aggregate number of immediately available funds in U.S. dollars Additional Shares as to which the account designated in writing by Seller at least two option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day1 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine solely to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $18.743 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time, but only one time, on or before the thirtieth day following the date hereof, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon time of purchase (as defined below) nor earlier than the terms and 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the warranties and representations and subject to the terms and conditions herein set forth, the Selling Unitholders agree, severally and not jointly, to sell to the respective Underwriters the number of this AgreementUnits set forth opposite such Selling Unitholder's name in Schedule B attached hereto and each of the Underwriters agree, simultaneously severally and not jointly, to purchase from the Selling Unitholders, at a purchase price of $36.10 per Common Unit, the number of Firm Units set forth opposite such Underwriter's name in Schedule A annexed hereto, plus such additional number of Units which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. It is understood that the several Underwriters propose to offer the Units for sale to the public as set forth in the Final Prospectus. In addition, the Selling Unitholders, acting severally and not jointly, hereby grant to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Unitholders, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Units to be purchased by each of Company Common Stock equal them (subject to such adjustment as you shall determine to avoid fractional units), all or a portion of the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal Additional Units as may be necessary to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Units, at the Effective Time, Purchaser shall pay same purchase price per unit to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Selling Unitholders for the Firm Units. This option may be exercised by making a wire transfer you on behalf of immediately available funds in U.S. dollars the several Underwriters at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the account designated in writing by Seller at least two Selling Unitholders and the Partnership. Such notice shall set forth the aggregate number of Additional Units as to which the option is being exercised, and the date and time when the Additional Units are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase); provided, however, that the terms and subject to additional time of purchase shall not be earlier than the conditions time of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number purchase (the "Employee Trust Common Stock"as defined below) and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.nor earlier than the

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC ("UBS") on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $17.719 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters for the Firm Shares. This option may be exercised by UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the 30th day following the date hereof by written notice to the Purchase Consideration by making a wire transfer Company. Such notice shall set forth the aggregate number of immediately available funds in U.S. dollars Additional Shares as to which the account designated in writing by Seller at least two option is being exercised and the date and time when such Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that the "Stock Purchase." Upon additional time of purchase shall not be earlier than the terms and time of purchase (as defined below) nor earlier than the second business day1 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 A hereto (subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue Section 8 hereof) bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as UBS may determine solely to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) and Citigroup Global Markets Inc. (“Citi”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS and Citi may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $8.1055 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon On the basis of the representations and warranties and the other terms and conditions herein set forth, the Company and each Selling Shareholder, severally and not jointly, agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by that Selling Shareholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A bears to the total number of Firm Shares to be sold by the Company and the Selling Shareholders, in each case at a purchase price of $____ per Share. You may release the Firm Shares for public sale promptly after this Agreement becomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, the Company [and each Selling Shareholder, severally and not jointly,] hereby grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of this Agreement, simultaneously the Additional Shares as may be necessary to cover overallotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the several Underwriters to the Purchase Consideration Company and the Selling Shareholders for the Firm Shares. This option may be exercised in whole or in part from time to time on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated in writing by Seller at least two Company. Any 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an "additional time of purchase"); PROVIDED, HOWEVER, that no additional time of purchase shall occur earlier than the "Stock Purchase." Upon time of purchase (as defined below) nor earlier than the terms and subject second business day * after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter at an additional time of purchase shall be the number which bears the same proportion to the conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased at such additional time of purchase as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to securesuch adjustment as you may determine to eliminate fractional shares). ------------------------- * As used herein, "business day" shall mean a day on which the Company's obligations to issue Company Common New York Stock or Company Preferred Stock under the Senior Executive Plan after the MergerExchange is open for trading.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance herewith, in each case at a purchase price of $8.30 per Share. The Company is advised by the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in the Underwriters’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriters may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock “Additional Time of Purchase." Upon ”); provided, however, that the terms and subject to Additional Time of Purchase shall not be earlier than the conditions Time of this Agreement, simultaneously with Purchase (as defined below) nor earlier than the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan second business day after the Mergerdate 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.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $17.155 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon On the terms basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign Company agrees to issue and deliver sell to Purchaserthe several Underwriters an aggregate of 4,250,000 Firm Shares, and Purchaser shall the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A. The pricing terms of the purchase of the Firm Shares by the several Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule B hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, acquire and accept from Seller 5,600,000 shares upon the basis of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") warranties and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein referred to as the "Stock Purchase." Upon the terms representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement, simultaneously with . Such notice shall set forth (i) the Effective Time, the Company shall issue to the Employee Trust a aggregate number of shares of Company Common Stock equal Additional Shares as to which the Management Rollover Common Share Number option is being exercised, (ii) the "Employee Trust Common Stock"names and denominations in which the certificates will be delivered and (iii) the date, time and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number place at which such certificates will be delivered (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stocksuch date, the "Employee Trust Company StockAdditional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, in consideration ofhowever, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. If any Additional Shares are to securebe purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional 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 Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC ("UBS SECURITIES") on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon ADDITIONAL TIME OF PURCHASE"); PROVIDED, HOWEVER, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[—] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) and Jefferies & Company, Inc. (“Jefferies”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS and Jefferies may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $9.425 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Partnership agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Partnership the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $30.768 per Unit. The Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Partnership hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Partnership, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Units to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Units as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Units, at the Effective Time, Purchaser shall pay same purchase price per Unit to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Partnership for the Firm Units. This option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the 30th day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Partnership. Such notice shall set forth the aggregate number of Additional Units as to which the option is being exercised, and the date and time when the Additional Units are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 Units to be sold to each Underwriter shall be the number that bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units, subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $11.985 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company, the respective number of Firm ADSs (subject to such adjustment as the Representative may determine to avoid fractional ADSs) which bears the same proportion to the total number of Firm ADSs to be sold by the Company as the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A annexed hereto, subject to adjustment in accordance with Section 9 hereof, bears to the total number of Firm ADSs, in each case at a purchase price of $[ ] per ADS. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm ADSs, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm ADSs. The Over-Allotment Option may be exercised by making a wire transfer the Representative on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representative may determine to eliminate fractional ADSs), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 9 hereof.

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and the other terms and conditions herein set forth, the Selling Stockholders agree to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto bears to the total number of Firm Shares to be sold by the Selling Stockholders, at a purchase price of $[ ] per Share. You shall release the Firm Shares for public sale promptly after this Agreement becomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and the other terms and conditions of this Agreementherein set forth, simultaneously the Underwriters shall have the right to purchase, severally and not jointly, from the Company ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal Additional Shares as may be necessary to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Selling Stockholders for the Firm Shares. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); provided, however, that the terms and subject additional time of purchase shall -------- ------- not be earlier than the time of purchase (as defined below) nor earlier than the second business day/1/ after the date on which the option shall have been exercised nor later than the third 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $3.0485 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $[__________] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal Additional Shares as may be necessary to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer you on behalf of immediately available funds in U.S. dollars the several Underwriters at any time on or before the thirtieth day following the date hereof, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock “Additional Time of Purchase." Upon ”); provided, however, that the terms and subject Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day1 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, such adjustment as you may determine to eliminate fractional shares). 1 As used herein “business day” shall mean a day on which the Company's obligations to issue Company Common New York Stock or Company Preferred Stock under the Senior Executive Plan after the MergerExchange is open for trading.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) and Citigroup Global Markets Inc. (“Citigroup” and together with UBS, the “Representatives”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC ("UBS") on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[___] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell and each of this Agreement, simultaneously with the Effective Time, Seller shall Selling Stockholders agrees to sell, conveyin each case severally and not jointly, transfer, assign and deliver to Purchaserthe respective Underwriters, and Purchaser shall purchaseeach of the Underwriters, acquire severally and accept not jointly, agrees to purchase from Seller 5,600,000 shares of the Company Common Stock minus a and each Selling Stockholder, the respective number of shares of Company Common Stock equal Firm Shares (subject to such adjustment as Bear, Xxxxxxx & Co. Inc. ("BEAR XXXXXXX") and UBS Securities LLC ("UBS") may determine to avoid fractional shares) which bears the same proportion to the Management Rollover Common Share Number number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE A attached hereto bears to the total number of Firm Shares, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the "Purchased Common StockOVER-ALLOTMENT OPTION") to purchase, and 59,000 shares upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Preferred Stock minus a and the Selling Stockholders, ratably in accordance with the number of shares Firm Shares to be purchased by each of Company Preferred Stock equal them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Management Rollover Preferred Share Number Company and the Selling Stockholders for the Firm Shares. The Over-Allotment Option may be exercised by Bear Xxxxxxx and UBS jointly on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment 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 an "ADDITIONAL TIME OF PURCHASE"); PROVIDED, HOWEVER, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be purchased by 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as Bear Xxxxxxx and UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 9 hereof. If, at any time, the Underwriters purchase a portion of the Additional Shares, the number of Additional Shares to be sold by each Seller shall be the number which bears the same proportion to the aggregate number of Additional Shares being sold as the number of Firm Shares set forth opposite the name of such Seller on SCHEDULE B hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares) subject to adjustment in accordance with Section 9 hereof. Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, Xxxxx X. Xxxxxxx, Ph.D. and Xxxxxxx Xxxxx will act as representatives of the Selling Stockholders. The foregoing representatives (the "Purchased Preferred Stock" andREPRESENTATIVES OF THE SELLING STOCKHOLDERS") are authorized, together on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the Purchased Common Stocksale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the "Purchased Company Stock")certificates of such Shares, free to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and clear public offering of all Liensthe Shares, to distribute the balance of such proceeds to each Selling Stockholder in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal proportion to the Purchase Consideration number of Shares sold by making a wire transfer each Selling Stockholder, to receive notices on behalf of immediately available funds each Selling Stockholder and to take such other action as may be necessary or desirable in U.S. dollars to connection with the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein referred to as the "Stock PurchaseAgreement." Upon the terms and subject to the conditions of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of U.S. $______ per Share for Shares initially offered in the United States and Cdn $_____ per Share for Shares initially offered in Canada. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the Effective Date as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectuses. You may from time to time, after the Shares have initially been offered to the public, increase or decrease the public offering price to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Management Rollover Common Share Number Company for the Firm Shares. This option may be exercised by UBS Securities LLC (the "Purchased Common StockUBS") and 59,000 shares CIBC World Markets Corp. ("CIBC") on behalf of Company Preferred Stock minus a the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares, by written notice to the Company. Such notice shall set forth the aggregate number of shares Additional Shares as to which the option is being exercised, and the date and time of Company Preferred Stock equal to payment for and delivery of the Management Rollover Preferred Share Number Additional Shares (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free such date and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are time being herein referred to as the "Stock Purchase." Upon the terms and subject to the conditions of this Agreement, simultaneously with the Effective Additional Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC and Leerink Xxxxx LLC (together, the “Representatives”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus (the “Option Termination Date”), by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions adjustment in accordance with Section 8 hereof. The Underwriters have not offered or sold and will not offer or sell any Shares by means of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number any “free writing prospectus” (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), as defined in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock Rule 405 under the Senior Executive Plan after the MergerAct).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $[____] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC ("UBS") on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase.time of purchase" Upon (as defined below) nor earlier than the terms and 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 9 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.241 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the execution and delivery of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per Share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A 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 the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter and the Underwriter agrees to purchase from the Company the Firm Shares in each case at a purchase price of this Agreement, simultaneously with $[ ] per share. The Company is advised by you that you intend (i) to make a public offering of the Effective Time, Seller Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus the Company shall sell, convey, transfer, assign and deliver pay to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus the Underwriter a number of shares of Company Common Stock financial advisory fee equal to the Management Rollover Common Share Number (greater of $[ ] or 1.5% of the "Purchased Common Stock") aggregate public offering price of all Firm Shares purchased. In addition, the Company hereby grants to the Underwriter the option to purchase, and 59,000 shares upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Preferred Stock minus for the Firm Shares. In addition, the Company shall pay to the Underwriter a number of shares of Company Preferred Stock financial advisory fee equal to the Management Rollover Preferred Share Number (greater of $[ ] or 1.5% of the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear aggregate public offering price of all LiensAdditional Shares purchased. This option may be exercised by the Underwriter at any time and from time to time on or before the thirtieth day following the date of the Prospectus, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal by written notice to the Purchase Consideration by making a wire transfer Company. Such notice shall set forth the aggregate number of immediately available funds in U.S. dollars Additional Shares as to which the account designated in writing by Seller at least two option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon the terms and subject to the conditions additional time of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stockpurchase"); provided, in consideration ofhowever, and to secure, that the Company's obligations to issue Company Common Stock or Company Preferred Stock under additional time of purchase shall not be earlier than the Senior Executive Plan time of purchase (as defined below) nor earlier than the second business day after the Mergerdate 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.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously with severally and not jointly, agrees to purchase from the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a the number of shares Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ • ] per Share. The Company Common Stock equal is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Management Rollover Common Share Number several Underwriters the option (the "Purchased Common StockOver-Allotment Option") to purchase, and 59,000 shares upon the basis of Company Preferred Stock minus a the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of shares Firm Shares to be purchased by each of Company Preferred Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC ("UBS") on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase.time of purchase" Upon (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of 97.125% of the principal amount thereof plus accrued interest, if any, from April 1, 2008 to the date of payment and delivery. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Notes as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Timeaggregate principal amount of Firm Notes to be purchased by each of them, Seller shall sell, convey, transfer, assign and deliver all or a portion of the Additional Notes as may be necessary to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Notes, at the Effective Time, Purchaser shall pay same purchase price per note to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Notes. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC and Citigroup Global Markets Inc. (the “Representatives”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the Over-Allotment Option is being exercised and the date and time when the Additional Notes are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Notes to be sold to each Underwriter shall be the amount which bears the same proportion to the aggregate principal amount of Additional Notes being purchased as the amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate principal amount of Firm Notes, subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters and the Underwriters, acting severally and not jointly, agree to purchase from the Company the Firm Shares in the respective amounts set forth on Schedule A hereto at a purchase price of $9.75 per Share. The Company is advised by the Representative that the Underwriters intend (i) to make a public offering of the Firm Shares as soon as the Representative deems advisable after this AgreementAgreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Representative may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representative may determine. In addition, simultaneously the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer the Underwriters at any time and from time to time on or before the thirtieth day following the date of immediately available funds in U.S. dollars the Prospectus, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and subject to additional time of purchase shall not be earlier than the conditions time of this Agreement, simultaneously with purchase (as defined below) nor earlier than the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan second business day after the Mergerdate 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.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell[ ] Firm Shares and each Selling Stockholder hereby agrees to sell the number of this AgreementFirm Shares set forth opposite its name in Schedule B hereto, simultaneously severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule A hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $[ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders listed on Schedule B hereto hereby grant to the several Underwriters the option to purchase, and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders listed on Schedule B hereto, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Selling Stockholders listed on Schedule B hereto for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC ("UBS") on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company and the Selling Stockholders listed on Schedule B hereto. 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon ADDITIONAL TIME OF PURCHASE"); PROVIDED, HOWEVER, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions adjustment in accordance with Section 10 hereof. The number of this Agreement, simultaneously with the Effective Time, the Company Additional Shares to be sold by each Selling Shareholder shall issue to the Employee Trust be a number of shares of Company Common Stock equal to the Management Rollover Common Share Number number of Additional Shares as to which the option is being exercised multiplied by a fraction, the numerator of which shall be the number of Additional Shares to be sold by such Selling Shareholder and the denominator of which shall be the aggregate number of Additional Shares listed on Schedule B hereto (subject, in each case, to such adjustment as you may determine to eliminate fractional Shares). Pursuant to powers of attorney, which in each case shall be satisfactory to counsel for the Underwriters, granted by (i) Household Investment Funding, Inc. ("HIFI"), Xxxxx X. Klug and Xxxxxxx X. Xxxxx will act as representatives of HIFI, and (ii) each other Selling Stockholder, Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx, each of whom will have full power and authority to act as representative of the other Selling Stockholders. The foregoing representatives (the "Employee Trust Common StockREPRESENTATIVES OF THE SELLING STOCKHOLDERS") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and a public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of shares Shares sold by each Selling Stockholder, to receive notices on behalf of Company Preferred Stock equal each Selling Stockholder and to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together take such other action as may be necessary or desirable in connection with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergertransactions contemplated by this Agreement.

Sale and Purchase. Upon On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the Firm Shares as set forth opposite the name of such Underwriter on Schedule D hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in its judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stockherein set forth, the "Purchased Company Stock")Underwriters shall have the right to purchase from the Company, free and clear all or a portion of all Liensthe Additional Shares, in consideration for whichsolely to cover over-allotments, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares as set forth opposite the name of such Underwriter on Schedule D hereto. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the account designated in writing by Seller at least two Company, which notice may be electronic (2) business days prior to the Closing“Additional Shares Notice”). The transactions contemplated by this Section 2.2 Additional Shares 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 (such date and time being herein referred to as the "Stock “Additional Time of Purchase." Upon ”); provided, however, that the terms and subject to Additional Time of Purchase shall not be earlier than the conditions Time of this Agreement, simultaneously with Purchase (as defined below) nor earlier than the Effective Timesecond (2nd) business day after the date on which the option for Additional Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. As of the Additional Time of Purchase, the Company shall will issue and sell to the Employee Trust a Underwriters, and the Underwriters will purchase, the number of shares of Company Common Stock equal to Additional Share set forth in the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerAdditional Shares Notice.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $34.4375 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer UBS Securities LLC (“UBS”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and additional time of purchase shall not be earlier than the time of purchase (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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance herewith, in each case at a purchase price set forth on Schedule A hereto. The Company is advised by the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in the Underwriters’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Disclosure Package. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriters may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer of immediately available funds in U.S. dollars the Underwriters at any time and from time to time on or before the 30th day following the date hereof, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock “Additional Time of Purchase." Upon ”); provided, however, that the terms and subject to Additional Time of Purchase shall not be earlier than the conditions Time of this Agreement, simultaneously with Purchase (as defined below) nor earlier than the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan second business day after the Mergerdate 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.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $[·] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Overallotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover overallotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Overallotment Option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Overallotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Overallotment Option shall have been exercised nor later than the tenth business day after the date on which the Overallotment Option shall have been exercised. Upon any exercise of the terms Overallotment Option, the number of Additional Shares to be sold to, and purchased by, 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 A 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 the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 10 hereof.

Sale and Purchase. Upon the terms basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE A annexed hereto, in each case at a purchase price of [$_____] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal Additional Shares as may be necessary to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. You may exercise this option on behalf of the several Underwriters at any time (but not more than once) on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase); PROVIDED, HOWEVER, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day(1) 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 conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Selling Shareholder, the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Selling Shareholder, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Shareholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Shareholder, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Selling Shareholder for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Selling Shareholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A 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 the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 11 hereof.

Sale and Purchase. Upon On the terms basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign Company agrees to issue and deliver sell to Purchaserthe Underwriter the Firm Shares, and Purchaser shall the Underwriter agrees to purchase from the Company the Firm Shares. The pricing terms of the purchase of the Firm Shares by the Underwriter and the pricing terms of the offering of the Firm Shares to the public are as set forth on Schedule A hereto. In addition, the Company hereby grants to the Underwriter the option to purchase, acquire and accept from Seller 5,600,000 shares upon the basis of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") warranties and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein referred to as the "Stock Purchase." Upon the terms representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase from the Company, all or a portion of the Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares. This option may be exercised by the Underwriter at any time and from time to time in whole or in part by written notice from the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Additional Shares as to which the option is being exercised, simultaneously with (ii) the Effective Timenames and denominations in which the certificates will be delivered and (iii) the date, time and place at which such certificates will be delivered (such date, the Company “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall issue not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon On the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter and, upon the basis of this Agreementthe representations, simultaneously warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.902 per Share (the “purchase price per share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto (or such number of Firm Shares increased as set forth in Section 8 hereof). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements of the Company and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer you on behalf of immediately available funds in U.S. dollars the several Underwriters at any time on or before the 30th day following the date hereof by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “additional time of purchase”); provided, however, that the terms and subject to additional time of purchase shall not be earlier than the conditions time of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number purchase (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.as defined

Sale and Purchase. Upon On the basis of the representations and warranties and the other terms and subject conditions herein set forth, the Company agrees to sell to the respective Underwriters the Firm Shares and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A, at a purchase price of $_____________ per Share. You may release the Firm Shares for public sale promptly after this Agreement becomes effective. You may, from time to time, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, the Company grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of this Agreement, simultaneously the Additional Shares as may be necessary to cover overallotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichShares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the several Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon additional time of purchase"); PROVIDED, HOWEVER, that the terms and subject additional time of purchase shall not be earlier than the time of purchase (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 eighth business day after the date on which the option shall have been exercised. The number of Additional Shares to be purchased by each Underwriter shall be the number that bears the same proportion to the conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may reasonably determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 8 hereof, in each case at a purchase price of $24.2125 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after this AgreementAgreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. In addition, simultaneously the Company hereby grants to the several Underwriters the option to purchase, and, upon the basis of the representations and warranties but subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them (subject to such adjustment as you may reasonably determine to avoid fractional shares), all or a portion of the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal Additional Shares as may be necessary to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer you on behalf of immediately available funds in U.S. dollars the several Underwriters at any time (but not more than once) on or before the thirtieth day following the date hereof, by prior written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon “Option Closing Date”); provided, however, that the terms Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the third 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 unless the Company and subject you otherwise agree. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A hereto bears to the Employee Trust a total number of shares Firm Shares (subject, in each case, to such adjustment as you may reasonably determine to eliminate fractional shares), plus any additional number of Company Common Additional Shares which such Underwriter may become obligated to purchase pursuant to Section 7 hereof. As used herein “business day” shall mean a day on which the New York Stock equal to the Management Rollover Common Share Number Exchange (the "Employee Trust Common Stock"“NYSE”) and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergeris open for trading.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $5.646 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this AgreementAgreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal hereby grants to the Management Rollover Common Share Number several Underwriters the option (the "Purchased Common StockOver-Allotment Option") to purchase, and 59,000 shares upon the basis of Company Preferred Stock minus a the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of shares Firm Shares to be purchased by each of Company Preferred Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer UBS Securities LLC ("UBS") on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the 30th day following the date hereof, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised, and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon time of purchase (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[●] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment 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 A 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 the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $3.995 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Underwriters the option (the “Additional Share Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal to them, all or a portion of the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichAdditional Shares, at the Effective Timesame purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares, Purchaser shall pay to Seller less an amount per unit equal to any dividend or distribution declared by the Purchase Consideration Company and payable on the Firm Shares but not payable on the Additional Shares. The Additional Share Option may be exercised by making a wire transfer the Representatives on behalf of immediately available funds in U.S. dollars the Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Additional Share Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second business day after the date on which the Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Additional Share 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 A 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 the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon On the basis of the representations and warranties and the other terms and subject conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A, at a purchase price of $____ per Share. You may release the Firm Shares for public sale promptly after this Agreement becomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or a portion of this Agreement, simultaneously the Additional Shares as may be necessary to cover overallotments made in connection with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares offering of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the several Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised in whole or in part from time to time on or before the thirtieth day following the date hereof, by making a wire transfer of immediately available funds in U.S. dollars written notice to the account designated in writing by Seller at least two Company. Any 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall occur earlier than the "Stock Purchase." Upon time of purchase (as defined below) nor earlier than the terms and subject second business day* after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter at an additional time of purchase shall be the number which bears the same proportion to the conditions aggregate number of this Agreement, simultaneously with Additional Shares being purchased at such additional time of purchase as the Effective Time, number of Firm Shares set forth opposite the Company shall issue name of such Underwriter on Schedule A bears to the Employee Trust a total number of shares of Company Common Stock equal to the Management Rollover Common Share Number Firm Shares (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock")subject, in consideration ofeach case, and to secure, the Company's obligations such adjustment as you may determine to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Mergereliminate fractional shares).

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $1.88 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as this AgreementAgreement has become effective as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, simultaneously the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per Share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. The Over-Allotment Option may be exercised by making a wire transfer Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus, by written notice to the account designated in writing by Seller at least two Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the "Stock Purchase." Upon “time of purchase” (as defined below) nor earlier than the terms and second (2nd) business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment 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 A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as Stifel may determine to eliminate fractional shares), subject to the conditions of this Agreement, simultaneously adjustment in accordance with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the MergerSection 8 hereof.

Sale and Purchase. Upon On the terms basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign Company agrees to issue and deliver sell to Purchaserthe Underwriters the Firm Shares, and Purchaser shall each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth on Schedule B hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, acquire and accept from Seller 5,600,000 shares upon the basis of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") warranties and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein referred to as the "Stock Purchase." Upon the terms representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by the Representatives, on behalf of the Underwriters, at any time and from time to time in whole or in part by written notice from the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Additional Shares as to which the option is being exercised, simultaneously with (ii) the Effective Timenames and denominations in which the Additional Shares will be delivered and (iii) the date, time and place at which such Additional Shares will be delivered (such date, the Company “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall issue not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The Representatives, on behalf of the Underwriters, may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

Sale and Purchase. Upon the terms basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of this Agreementthe Underwriters, simultaneously severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $[_____] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the public offering contemplated herein to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares Firm Shares to be purchased by each of Company Common Stock equal them, all or a portion of the Additional Shares as may be necessary to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together cover over-allotments made in connection with the Purchased Common Stock, offering of the "Purchased Company Stock"), free and clear of all Liens, in consideration for whichFirm Shares, at the Effective Time, Purchaser shall pay same purchase price per share to Seller an amount equal be paid by the Underwriters to the Purchase Consideration Company for the Firm Shares. This option may be exercised by making a wire transfer you on behalf of immediately available funds in U.S. dollars the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the account designated in writing by Seller at least two 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 (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are such date and time being herein referred to as the "Stock Purchase." Upon the terms and subject to the conditions additional time of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stockpurchase"); PROVIDED, in consideration ofHOWEVER, and to secure, that the Company's obligations to issue Company Common Stock or Company Preferred Stock under additional time of purchase shall not be earlier than the Senior Executive Plan time of purchase (as defined below) nor earlier than the second business day (1) after the Merger.date on which the option shall have been exercised nor later than the tenth business day after