Common use of Agreement to Sell and Purchase Clause in Contracts

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per shareShare, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share Share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional sharesShares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter of the Underwriters, and each Underwriterthe Underwriters agree, severally and but not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per shareCompany, the number principal amount of Firm Shares the Initial Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto, plus such additional number principal amount of Firm Shares Initial Securities which such any Underwriter may become obligated to purchase pursuant to Section 9 8 hereof, all at the purchase price to be agreed upon by the Underwriters and the Company in accordance with Section 1(b) and as set forth in the Price Determination Agreement. (b) Subject The purchase price for the Initial Securities to be paid by the Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the Execution Date (as hereinafter defined). (c) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants may grant, if so provided in the Option Price Determination Agreement, an option to the several Underwriters to purchaseUnderwriters, severally and but not jointly, to purchase up to the aggregate principal amount of the Option Shares Securities set forth therein at the same a price per share as Option Security equal to the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments purchase price per Initial Security set forth in the sale Price Determination Agreement plus accrued interest with respect to such Option Securities, if any, from and including the Closing Date (as hereinafter defined) up to but excluding the related Delivery Date (as hereinafter defined). Such option, if granted, will expire 30 days after the date of the Firm Shares by the Underwriters such Price Determination Agreement, and may be exercised in whole or in part at any time and from time to time on or before solely for the thirtieth (30th) day after purpose of covering over-allotments, if any, that may be made in connection with the date offering and distribution of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), Initial Securities upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives (as hereinafter defined) to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number principal amount of Option Shares Securities as to be purchased which the Underwriters are then exercising such option and the time, date and place of payment and delivery for such Option Securities. Any such time and date for of payment and delivery (each, a “Delivery Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such purchase. On option, nor in any event prior to the Option Closing Date, unless otherwise agreed upon by the Company Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, severally but not jointly, will issue and sell to purchase the Underwriters same proportion of the number aggregate principal amount of Option Shares Securities being purchased as the aggregate principal amount of Initial Securities each such Underwriter has severally agreed to purchase as set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal Price Determination Agreement bears to the percentage total aggregate principal amount of Firm Shares that Initial Securities, subject to such Underwriter is purchasing hereunder, adjustments as adjusted by the Representative Representatives in such manner as it deems advisable their discretion shall make to avoid eliminate any sales or purchases of a fractional sharesaggregate principal amount of Option Securities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the Underwriters and (ii) each Underwriter and each Underwriterof the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the respective number of Company Firm Shares set forth opposite the that Underwriter’s name of such Underwriter in Schedule 1 I hereto, plus such additional number at the purchase price of $ for each Company Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereofShare. (b) On the basis of the representations, warranties and agreements of the Selling Stockholder herein contained and subject to all the terms and conditions of this Agreement, (i) the Selling Stockholder agrees to issue and sell the Selling Stockholder Firm Shares to the Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from such Selling Stockholder the Selling Stockholder Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $ for each Selling Stockholder Firm Share. (c) On the basis of the representations, warranties and agreements of the Additional Selling Stockholders herein contained and subject to all the terms and conditions of this Agreement, in the event that the Underwriters exercise the Option, (i) each Additional Selling Stockholder agrees, severally and not jointly, to issue and sell the Selling Stockholders’ Option Shares set forth opposite such Additional Selling Stockholder’s name in Schedule II hereto to the Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from such Additional Selling Stockholder the Selling Stockholders’ Option Shares set forth opposite that Underwriter’s name in Schedule II hereto, at the purchase price of $ for each Selling Stockholders’ Option Share. (d) Subject to all the terms and conditions of this Agreement, the Company grants the Company Option and the Selling Stockholder and the Additional Selling Stockholders grant the Selling Stockholders’ Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part part, but pro rata with respect to the Company, the Selling Stockholder and the Additional Selling Stockholders, at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (upon written or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "“Option Shares Notice") in writing or by telephone (confirmed in writing”) by the Representative Representatives to the Company Company, the Selling Stockholder and the Additional Selling Stockholders no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) three and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "“Option Closing Date") ”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell sell, and the Selling Stockholder and the Additional Selling Stockholders will sell, to the Underwriters the number of Option Shares set forth in the Option Shares Notice with respect to the Company and each of the Selling Stockholder and the Additional Selling Stockholders, as the case may be, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative Xxxxxxx in such manner as it deems they deem advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule 1 hereto, plus such 2 2 additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City Atlantic Standard time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On The Company hereby agrees to sell to each Underwriter, and upon the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this agreement (this "Agreement"), the Company agrees to sell to each Underwriter and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $24.2125 ____ per share, that number of Firm Shares (rounded up or down as determined by you in your discretion, in order to avoid fractions of a share) obtained by multiplying the number of Firm Shares to be sold by the Company by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule 1 hereto, plus SCHEDULE I hereto (or such additional number of Firm Shares increased as set forth in Section 7 hereof) and the denominator of which such is the total number of Firm Shares. The difference of $0.__ per Firm Share between the initial public offering price and the price at which the Company will sell the Firm Shares to the Underwriter may become obligated to purchase pursuant to Section 9 hereofis the "Underwriting Discount." (b) Subject to all the terms and conditions of this Agreement, the Company hereby grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 375,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives. Such notice shall set forth (i) the aggregate number of Option Shares as to which the Company no later than 5:00 p.m.Underwriters are exercising the Option, New York City time, at least two (2ii) the names and no more than five (5) business days before denominations in which the date specified certificates for closing in the Option Shares Notice are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term "Closing Date" shall refer to the time and date of delivery of certificates for the Firm Shares and the Option Shares). Such time and date of delivery, if subsequent to the Closing Date, is called the "Option Closing Date"" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) setting forth that bears the aggregate same proportion to the total number of Option Shares to be purchased and as the time and date for number of Firm Shares set forth on SCHEDULE I opposite the name of such purchaseUnderwriter bears to the total number of Firm Shares. On The Representatives may cancel the Option Closing Dateat any time prior to its expiration by giving written notice of such cancellation to the Company. (c) Subject to all the terms and conditions of this Agreement, the Company will issue and sell hereby sells the Warrant to the Underwriters Representatives to purchase, severally and not jointly, the number of Option Warrant Shares set forth in from the Option Shares Notice and each Underwriter will purchase such percentage Company at a price per share equal to 120% of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.initial public offering price per

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company contained herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter the Representative for the account of the Underwriters, and each Underwriter, severally and not jointly, the Representative agrees to purchase from the Company on behalf of the Underwriters, at a purchase price of $24.2125 24.15 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 heretoabove, plus such additional number of Firm Shares which such Underwriter the Underwriters may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters Representative as agent of the Underwriters, to purchase, severally and not jointly, purchase the Option Shares at the same price per share as the Underwriters Representative shall pay for the Firm SharesShares on behalf of the Underwriters. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Representative for the account of the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter Representative will purchase such percentage on behalf of the Underwriters such number of Option Shares as is equal to set forth in the percentage of Firm Option Shares that such Underwriter is purchasing hereunder, as adjusted by Notice and will allocate the Representative Option Shares purchased among the Underwriters in such manner as it the Representative, in its sole discretion, deems advisable to avoid fractional sharesnecessary and advisable. The term "business day" as used in this Agreement means any day in which banks are open for business in both New York and Puerto Rico.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter of the Underwriters, and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per shareCompany, the number principal amount of Firm Shares the Initial Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto, plus such additional number principal amount of Firm Shares Initial Securities which such any Underwriter may become obligated to purchase pursuant to Section 9 8 hereof, all at the purchase price to be agreed upon by the Underwriters and the Company in accordance with Section 1(b) and as set forth in the Price Determination Agreement. (b) Subject The purchase price for the Initial Securities to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the Execution Date (as hereinafter defined). (c) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants may grant, if so provided in the Option Price Determination Agreement, an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, to purchase up to the aggregate principal amount of the Option Shares Securities set forth therein at the same a price per share Option Security equal to the purchase price per Initial Security plus accrued interest with respect to such Option Securities, if any, from and including the Closing Date (as hereinafter defined) up to and excluding the Underwriters shall pay for related Delivery Date (as hereinafter defined). Such option, if granted, will expire 30 days after the Firm Shares. The Option may be exercised only to cover overallotments in the sale date of the Firm Shares by the Underwriters such Price Determination Agreement, and may be exercised in whole or in part at any time and from time to time on or before for the thirtieth (30th) day after purpose of covering over-allotments that may be made in connection with the date offering and distribution of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), Initial Securities upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives (as hereinafter defined) to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number principal amount of Option Shares Securities as to be purchased which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Securities. Any such time and date for such purchase. On of payment and delivery (each, a “Delivery Date”) shall be determined by the Option Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, unless otherwise agreed upon by the Company Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, severally and not jointly, will issue and sell to purchase that proportion of the Underwriters the number aggregate principal amount of Option Shares Securities then being purchased which the aggregate principal amount of Initial Securities each such Underwriter has severally agreed to purchase as set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal Price Determination Agreement bears to the percentage aggregate principal amount of Firm Shares that Initial Securities, subject to such Underwriter is purchasing hereunder, adjustments as adjusted by the Representative Representatives in such manner as it deems advisable their discretion shall make to avoid eliminate any sales or purchases of a fractional sharesaggregate principal amount of Option Securities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and severally, but not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City Atlantic Standard time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter of the Underwriters, and each Underwriterthe Underwriters agree, severally and but not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per shareCompany, the number principal amount of Firm Shares the Initial Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto, plus such additional number principal amount of Firm Shares Initial Securities which such any Underwriter may become obligated to purchase pursuant to Section 9 hereof, all at the purchase price to be agreed upon by the Underwriters and the Company in accordance with Section 1(b) and as set forth in the Price Determination Agreement. (b) Subject The purchase price for the Initial Securities to be paid by the Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the Execution Date (as hereinafter defined). (c) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants may grant, if so provided in the Option Price Determination Agreement, an option to the several Underwriters to purchaseUnderwriters, severally and but not jointly, to purchase up to the aggregate principal amount of the Option Shares Securities set forth therein at the same a price per share as Option Security equal to the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments purchase price per Initial Security set forth in the sale Price Determination Agreement plus accrued interest with respect to such Option Securities, if any, from and including the Closing Date (as hereinafter defined) up to but excluding the related Delivery Date (as hereinafter defined). Such option, if granted, will expire 30 days after the date of the Firm Shares by the Underwriters such Price Determination Agreement, and may be exercised in whole or in part at any time and from time to time on or before solely for the thirtieth (30th) day after purpose of covering over-allotments, if any, that may be made in connection with the date offering and distribution of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), Initial Securities upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives (as hereinafter defined) to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number principal amount of Option Shares Securities as to be purchased which the Underwriters are then exercising such option and the time, date and place of payment and delivery for such Option Securities. Any such time and date for of payment and delivery (each, a “Delivery Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such purchase. On option, nor in any event prior to the Option Closing Date, unless otherwise agreed upon by the Company Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, severally but not jointly, will issue and sell to purchase the Underwriters same proportion of the number aggregate principal amount of Option Shares Securities being purchased as the aggregate principal amount of Initial Securities each such Underwriter has severally agreed to purchase as set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal Price Determination Agreement bears to the percentage total aggregate principal amount of Firm Shares that Initial Securities, subject to such Underwriter is purchasing hereunder, adjustments as adjusted by the Representative Representatives in such manner as it deems advisable their discretion shall make to avoid eliminate any sales or purchases of a fractional sharesaggregate principal amount of Option Securities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained covenants and subject to all the terms and conditions of contained in this Agreement, the Company Issuer agrees to issue and sell to each Underwriter the Initial Purchaser, and each Underwriter, severally and not jointly, the Initial Purchaser agrees to purchase from the Company Issuer, the Firm Debentures at a purchase price equal to 96.5% of $24.2125 per sharethe principal amount thereof (the “Purchase Price”). In addition, the number of Firm Shares set forth opposite Issuer grants an option to the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated Initial Purchaser to purchase pursuant to Section 9 hereof. (b) Subject to any or all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares Debentures at the same price per share as the Underwriters shall pay for the Firm SharesPurchase Price. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and option granted hereby may be exercised in whole or in part by giving written notice (i) at any time and from time to time on or before the thirtieth Closing Date and (30thii) day only once after the Closing Date by the Initial Purchaser to the Issuer setting forth the aggregate principal amount of Option Debentures as to which the Initial Purchaser is exercising the option and the address and date at which such Option Debentures are to be delivered; provided, however, that the Option Debentures may not be issued in whole or in part after the period which ends 12 days after the date of this Agreement (or on the next business day if original issuance of the thirtieth (30th) day is not a business day), upon notice (the "Firm Debentures. The time and date at which Option Shares Notice") Debentures in writing or by telephone (confirmed in writing) definitive global form are to be delivered shall be determined by the Representative Initial Purchaser but shall not be earlier than two nor later than seven full business days after the exercise of such option, nor in any event prior to the Company no later than 5:00 p.m., New York City time, at least Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is two (2) and no or more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth , the aggregate number notice of Option Shares to be purchased and exercise shall set the time and date for such purchase. On Closing Date as the Option Closing Date, the Company will issue and sell . The Initial Purchaser may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Underwriters Issuer. To the number extent, if any, that the option is exercised, payment for the Option Debentures shall be made on the Option Closing Date in same day funds via wire transfer to the order of the Issuer for the Option Debentures against delivery of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional sharesDebentures therefor.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, representations and agreements of the Company warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 45.60 per shareShare, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter in Schedule 1 heretoUnderwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (b) Subject In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company hereby grants the Option an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, the to purchase up to 272,250 Option Shares at the same purchase price set forth in Section 2(a), less an amount per share as equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Shares but not payable on the Option Shares. The Option Said option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (hereof upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in as to which the Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Any such time shall be determined by the Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares Notice and each Underwriter will purchase nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing hereunderbears to the total number of Firm Shares, subject in each case, to such adjustments as adjusted by the Representative Representatives, in such manner as it deems advisable their sole discretion, shall make to avoid eliminate any sales or purchases of fractional sharessecurities.

Agreement to Sell and Purchase. (a) On The Company hereby agrees to sell to each Underwriter, and upon the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this agreement (this "Agreement"), the Company agrees to sell to each Underwriter and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $24.2125 ____ per share, that number of Firm Shares (rounded up or down as determined by you in your discretion, in order to avoid fractions of a share) obtained by multiplying the number of Firm Shares to be sold by the Company by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule 1 hereto, plus SCHEDULE I hereto (or such additional number of Firm Shares increased as set forth in SECTION 7 hereof) and the denominator of which such is the total number of Firm Shares. The difference of $0.__ per Firm Share between the initial public offering price and the price at which the Company will sell the Firm Shares to the Underwriter may become obligated to purchase pursuant to Section 9 hereofis the "Underwriting Discount." (b) Subject to all the terms and conditions of this Agreement, the Company hereby grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 330,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives. Such notice shall set forth (i) the aggregate number of Option Shares as to which the Company no later than 5:00 p.m.Underwriters are exercising the Option, New York City time, at least two (2ii) the names and no more than five (5) business days before denominations in which the date specified certificates for closing in the Option Shares Notice are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term "Closing Date" shall refer to the time and date of delivery of certificates for the Firm Shares and the Option Shares). Such time and date of delivery, if subsequent to the Closing Date, is called the "Option Closing Date"" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) setting forth that bears the aggregate same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on SCHEDULE I opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the Option at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) Subject to all the terms and conditions of this Agreement, the time Company hereby sells the Warrant to the Representatives to purchase, severally and date for such purchasenot jointly, the Warrant Shares from the Company at a price per share equal to 120% of the initial public offering price per share. The Warrant shall be allocated among the Representatives in the amount designated by them on the Closing Date. On the Option Closing Date, the Company will shall issue and sell to a Warrant, in such denominations as shall be designated by the Underwriters the number of Option Shares set forth Representatives, in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares form attached hereto as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.EXHIBIT A.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Firm ADSs to the several Underwriters and (ii) each Underwriter and each Underwriterof the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs set forth opposite that Underwriter’s name in Schedule I hereto, at a the purchase price of $24.2125 per share2.805 for each Firm ADS, net of underwriting discounts and commissions. Xxxx Capital Partners, LLC is acting as a “qualified independent underwriter” within the number meaning of Firm Shares set forth opposite the name Rule 5121 of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereofFINRA. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 1,000,000 Option Shares ADSs at the same price per share ADS as the Underwriters shall pay for the Firm SharesADSs. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares ADSs by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon written notice (the "an “Option Shares ADSs Notice") in writing or by telephone (confirmed in writing”) by the Representative to the Company no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares ADSs Notice (the "an “Option Closing Date") ”), setting forth the aggregate number of Option Shares ADSs to be purchased and the time and date for such purchase. On the an Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice Underwriters, and each Underwriter will purchase such percentage of the Option Shares ADSs as is equal to the percentage of Firm Shares ADSs that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative in such manner as it deems they deem advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, representations and agreements of the Company warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 38.16 per shareShare, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter in Schedule 1 heretoUnderwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (b) Subject In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company hereby grants the Option an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, the to purchase up to 375,000 Option Shares at the same purchase price set forth in Section 2(a), less an amount per share as equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Shares but not payable on the Option Shares. The Option Said option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (hereof upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in as to which the Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Any such time shall be determined by the Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares Notice and each Underwriter will purchase nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing hereunderbears to the total number of Firm Shares, subject in each case, to such adjustments as adjusted by the Representative Representatives, in such manner as it deems advisable their sole discretion, shall make to avoid eliminate any sales or purchases of fractional sharessecurities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, representations and agreements of the Company warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 71.14 per shareShare, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter in Schedule 1 heretoUnderwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (b) Subject In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company hereby grants the Option an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, the to purchase up to 600,000 Option Shares at the same purchase price set forth in Section 2(a), less an amount per share as equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Shares but not payable on the Option Shares. The Option Said option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (hereof upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in as to which the Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Any such time shall be determined by the Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares Notice and each Underwriter will purchase nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing hereunderbears to the total number of Firm Shares, subject in each case, to such adjustments as adjusted by the Representative Representatives, in such manner as it deems advisable their sole discretion, shall make to avoid eliminate any sales or purchases of fractional sharessecurities.

Agreement to Sell and Purchase. (a) On The Company hereby agrees to sell to each Underwriter, and upon the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this agreement (this "Agreement"), the Company agrees to sell to each Underwriter and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $24.2125 ____ per share, that number of Firm Shares (rounded up or down as determined by you in your discretion, in order to avoid fractions of a share) obtained by multiplying the number of Firm Shares to be sold by the Company by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule 1 hereto, plus SCHEDULE I hereto (or such additional number of Firm Shares increased as set forth in SECTION 7 hereof) and the denominator of which such is the total number of Firm Shares. The difference of $0.__ per Firm Share between the initial public offering price and the price at which the Company will sell the Firm Shares to the Underwriter may become obligated to purchase pursuant to Section 9 hereofis the "Underwriting Discount." (b) Subject to all the terms and conditions of this Agreement, the Company hereby grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 330,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives. Such notice shall set forth (i) the aggregate number of Option Shares as to which the Company no later than 5:00 p.m.Underwriters are exercising the Option, New York City time, at least two (2ii) the names and no more than five (5) business days before denominations in which the date specified certificates for closing in the Option Shares Notice are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term "Closing Date" shall refer to the time and date of delivery of certificates for the Firm Shares and the Option Shares). Such time and date of delivery, if subsequent to the Closing Date, is called the "Option Closing Date"" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) setting forth that bears the aggregate same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on SCHEDULE I opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the Option at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) Subject to all the terms and conditions of this Agreement, the time Company hereby sells the Warrant to the Representatives to purchase, severally and date for such purchasenot jointly, 100,000 Warrant Shares from the Company at a price per share equal to 120% of the initial public offering price per share. The Warrant shall be allocated among the Representatives in the amount designated by them on the Closing Date. On the Option Closing Date, the Company will shall issue and sell to a Warrant, in such denominations as shall be designated by the Underwriters the number of Option Shares set forth Representatives, in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares form attached hereto as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.EXHIBIT A.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, (i) the Company agrees to sell to the several Underwriters and (ii) each Underwriter and each Underwriterof the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 __________ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 heretoI, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the up to an aggregate of 600,000 Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative Representatives in such manner as it deems they deem advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On The Company hereby agrees, subject to all of the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties, 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 this Agreement, $12.64 per share; the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Securities increased as set forth in Section 10 hereof). The aggregate proceeds to the Company agrees are expected to equal $50,560,000 (net of underwriting discounts). (b) The Company also agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of this Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 600,000 Additional Securities. Additional Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price the number of $24.2125 per share, Additional Securities (subject to such adjustments as the Underwriters may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Securities to be purchased by the Underwriters as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto, plus I hereto (or such additional number of Firm Shares which such Underwriter may become obligated Securities increased as set forth in Section 10 hereof) bears to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional sharesShares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, representations and agreements of the Company warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 59.3225 per shareShare, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter in Schedule 1 heretoUnderwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (b) Subject In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company hereby grants the Option an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, the to purchase up to 375,000 Option Shares at the same purchase price set forth in Section 2(a), less an amount per share as equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Shares but not payable on the Option Shares. The Option Said option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (hereof upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in as to which the Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Any such time shall be determined by the Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares Notice and each Underwriter will purchase nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing hereunderbears to the total number of Firm Shares, subject in each case, to such adjustments as adjusted by the Representative Representatives, in such manner as it deems advisable their sole discretion, shall make to avoid eliminate any sales or purchases of fractional sharessecurities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 ____ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule 1 I hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City Atlantic Standard time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative Representatives in such manner as it deems they deem advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of each of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions of this Agreement, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 ____ per shareShare, from the Company the number of Firm Shares determined by multiplying the aggregate number of Firm Shares to be sold by the Company and from each Selling Shareholder the number of Selling Shareholder Shares set forth opposite each such Selling Shareholder's name in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional I hereto and the denominator of which is the aggregate number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereofbe purchased by all of the Underwriters from the Company and all of the Selling Shareholders hereunder. (b) Subject to all the terms and conditions of this Agreement, Mr. Xxxxx xxxnts the Galax Xxxion and the Company grants the Company Option to the several Underwriters to purchase, severally and not jointly, the Galax Xxxion Shares and the Company Option Shares Shares, respectively, at the same price per share Share as the Underwriters shall pay for the Firm Shares. The Each Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Underwriters to Mr. Xxxxx xx the Company Company, as the case may be, no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the each Option Closing Date, Mr. Xxxxx xx the Company Company, as the case may be, will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative Underwriters in such manner as it deems they deem advisable to avoid fractional sharesShares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, representations and agreements of the Company warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 28.41 per shareShare, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter in Schedule 1 heretoUnderwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (b) Subject In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company hereby grants the Option an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, the to purchase up to 337,500 Option Shares at the same purchase price set forth in Section 2(a), less an amount per share as equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Shares but not payable on the Option Shares. The Option Said option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (hereof upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in as to which the Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Any such time shall be determined by the Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares Notice and each Underwriter will purchase nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing hereunderbears to the total number of Firm Shares, subject in each case, to such adjustments as adjusted by the Representative Representatives, in such manner as it deems advisable their sole discretion, shall make to avoid eliminate any sales or purchases of fractional sharessecurities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Firm Shares to the several Underwriters and (ii) each Underwriter and each Underwriterof the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the respective number of Firm Shares set forth opposite the that Underwriter’s name of such Underwriter in Schedule 1 I hereto, plus such additional number at the purchase price of $ for each Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereofShare. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the up to Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (upon written or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "an “Option Shares Notice") in writing or by telephone (confirmed in writing”) by the Representative to the Company no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "an “Option Closing Date") ”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the an Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the applicable Option Shares Notice Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative in such manner as it deems they deem advisable to avoid fractional shares. * Plus an option to purchase up to an additional shares to cover over-allotments.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Underwriting Agreement (the “Agreement”), (i) the Company agrees to issue and sell the Firm Shares to the several Underwriters and (ii) each Underwriter and each Underwriterof the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the respective number of Firm Shares set forth opposite the that Underwriter’s name of such Underwriter in Schedule 1 I hereto, plus such additional number at the purchase price of $20.21 for each Firm Shares which such Underwriter may become obligated Share. * Plus an option to purchase pursuant up to Section 9 hereofan additional 279,069 shares to cover over-allotments. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 279,069 Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (upon written or on the next business day if the thirtieth (30th) day is not a business day), upon electronic notice (the "an “Option Shares Notice") in writing or by telephone (confirmed in writing”) by the Representative Representatives to the Company no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "an “Option Closing Date") ”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the an Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the applicable Option Shares Notice Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative Representatives in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter named below, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a the purchase price of $24.2125 per shareshare for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the Price Determination Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 heretoI, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 8 hereof. Schedule I may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 200,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day)Price Determination Agreement, upon written or telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative Representatives in such manner as it deems they deem advisable to avoid fractional shares. (c) The initial public offering price per share for the Firm Shares and the purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement. In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter named below, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a the purchase price of $24.2125 per shareshare for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the Price Determination Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 heretoI, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 8 hereof. Schedule I may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 316,500 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day)Price Determination Agreement, upon written or telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative Representatives in such manner as it deems they deem advisable to avoid fractional shares. (c) The initial public offering price per share for the Firm Shares and the purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement. In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, covenants and agreements of the Company herein contained and subject to all the terms and conditions of this Underwriting Agreement (the "Agreement"), the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 [ ] per shareShare, the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule 1 I hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 10 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter named in Schedule A hereto, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 heretoA, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 8 hereof, in each case at a purchase price of $34.9675 per Share, representing a public offering price per Share of $35.50 after discounts and commissions of $0.5325 per Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 375,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day)Agreement, upon written or telegraphic notice (the "“Option Shares Notice") in writing or by telephone (confirmed in writing”) by the Representative to the Company no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "“Option Closing Date"”) setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 __________ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice by the Representative to the Company (the "Option Shares Notice") ), in writing or by telephone (confirmed in writing) by the Representative to the Company ), no later than 5:00 p.m., New York City timecity Time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") ), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Underwriting Agreement (the “Agreement”), (i) the Company agrees to issue and sell the Firm Shares to the several Underwriters and (ii) each Underwriter and each Underwriterof the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the respective number of Firm Shares set forth opposite the that Underwriter’s name of such Underwriter in Schedule 1 I hereto, plus such additional number at the purchase price of $62.2375 for each Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereofShare. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the up to 230,769 Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (upon written or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "an “Option Shares Notice") in writing or by telephone (confirmed in writing”) by the Representative to the Company no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "an “Option Closing Date") ”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the an Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the applicable Option Shares Notice Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative in such manner as it deems they deem advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 ______ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule 1 I hereto, plus such additional 2 number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, representations and agreements of the Company warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 44.784 per shareShare, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter in Schedule 1 heretoUnderwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (b) Subject In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company hereby grants the Option an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, the to purchase up to 315,000 Option Shares at the same purchase price set forth in Section 2(a), less an amount per share as equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Shares but not payable on the Option Shares. The Option Said option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (hereof upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in as to which the Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Any such time shall be determined by the Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares Notice and each Underwriter will purchase nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing hereunderbears to the total number of Firm Shares, subject in each case, to such adjustments as adjusted by the Representative Representatives, in such manner as it deems advisable their sole discretion, shall make to avoid eliminate any sales or purchases of fractional sharessecurities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, representations and agreements of the Company warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 30.816 per shareShare, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter in Schedule 1 heretoUnderwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (b) Subject In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company hereby grants the Option an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, the to purchase up to 225,000 Option Shares at the same purchase price set forth in Section 2(a), less an amount per share as equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Shares but not payable on the Option Shares. The Option Said option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (hereof upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in as to which the Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Any such time shall be determined by the Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares Notice and each Underwriter will purchase nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing hereunderbears to the total number of Firm Shares, subject in each case, to such adjustments as adjusted by the Representative Representatives, in such manner as it deems advisable their sole discretion, shall make to avoid eliminate any sales or purchases of fractional sharessecurities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and severally, but not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City Atlantic Standard time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative Representatives in such manner as it deems advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreementset forth herein, the Company agrees to sell to each Underwriter and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $24.2125 per shareShare, the number of Firm Shares set forth opposite the name of such Underwriter in their respective names on Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated I to purchase pursuant to Section 9 hereofthis Agreement. (b) Subject to all the terms and conditions of this Agreementand in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Shares set forth in Schedule I hereto at the same purchase price per share as set forth in Section 2(a) on such Option Shares to the Underwriters shall pay for the Firm Sharesdate of purchase. The Option Said option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and Underwriters. Said option may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (the Prospectus upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m.setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the settlement date (each, New York City time, an “Option Closing Date”). Each purchase date must be at least two (2) Business Days after the written notice is given and no more may not be earlier than five the Closing Date for the Firm Shares nor later than ten (510) business days before Business Days after the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate of such notice. The number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and by each Underwriter will purchase such shall be the same percentage of the total number of the Option Shares to be purchased by the several Underwriters as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by of the Representative in such manner as it deems advisable to avoid fractional sharesFirm Shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, representations and agreements of the Company warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 64.2313 per shareShare, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter in Schedule 1 heretoUnderwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 11 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (b) Subject In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions of this Agreementherein set forth, the Company hereby grants the Option an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, the to purchase up to 450,000 Option Shares at the same purchase price set forth in Section 2(a), less an amount per share as equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Shares but not payable on the Option Shares. The Option Said option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (hereof upon written, electronic or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in as to which the Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Any such time shall be determined by the Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares Notice and each Underwriter will purchase nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing hereunderbears to the total number of Firm Shares, subject in each case, to such adjustments as adjusted by the Representative Representatives, in such manner as it deems advisable their sole discretion, shall make to avoid eliminate any sales or purchases of fractional sharessecurities.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to (i) each Underwriter and each UnderwriterSelling Shareholder, severally and not jointly, agrees to sell to the Underwriter the respective number of Firm Shares set forth opposite that Selling Shareholder’s name on Schedule II hereto and (ii) the Underwriter agrees to purchase from the Company at a purchase price of $24.2125 per share, Selling Shareholders the number of Firm Shares set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 I hereto, plus such additional number at the purchase price of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof$5.00 for each Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants Selling Shareholders grant the Option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to the maximum number of Option Shares set forth in Schedule II hereto at the same price per share as the Underwriters Underwriter shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters Underwriter and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (upon written or on the next business day if the thirtieth (30th) day is not a business day), upon telegraphic notice (the "an “Option Shares Notice") in writing or by telephone (confirmed in writing”) by the Representative Underwriter to the Company and such Selling Shareholders no later than 5:00 p.m.12:00 noon, New York City time, at least two (2) one and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "an “Option Closing Date") ”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the an Option Closing Date, the Company each of such Selling Shareholders will issue and sell to the Underwriters Underwriter the number of Option Shares determined by multiplying the number of Option Shares set forth in the applicable Option Shares Notice by a fraction, the numerator of which is the maximum number of Option Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto and each Underwriter will purchase such percentage the denominator of which is the maximum number of Option Shares that all of the Option Shares as is equal Selling Shareholders are obligated to the percentage of Firm Shares that such Underwriter is purchasing sell hereunder, as adjusted by the Representative Underwriter in such manner as it deems advisable to avoid fractional shares. 1 Plus an option to purchase up to an additional 375,000 shares to cover over-allotments.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of each of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions of this Agreement, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 ____ per shareShare, from the Company the number of Firm Shares determined by multiplying the aggregate number of Firm Shares to be sold by the Company and from each Selling Shareholder the number of Selling Shareholder Shares set forth opposite each such Selling Shareholder's name in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional I hereto and the denominator of which is the aggregate number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereofbe purchased by all of the Underwriters from the Company and all of the Selling Shareholders hereunder. (b) Subject to all the terms and conditions of this Agreement, Mr. Xxxxx xxxnts the Galax Xxxion and the Company grants the Company Option to the several Underwriters to purchase, severally and not jointly, the Galax Xxxion Shares and the Company Option Shares shares, respectively, at the same price per share Share as the Underwriters shall pay for the Firm Shares. The Each Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Underwriters to Mr. Xxxxx xx the Company Company, as the case may be, no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the each Option Closing Date, Mr. Xxxxx xx the Company Company, as the case may be, will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative Underwriters in such manner as it deems they deem advisable to avoid fractional sharesShares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, (i) the Company agrees to sell to the several Underwriters and (ii) each Underwriter and each Underwriterof the Underwriters, severally and not nost jointly, agrees to purchase from the Company Company, at a purchase price of $24.2125 _____ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 10 hereof. (b) . Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative Representatives to the Company no not later than 5:00 p.m., New York City time, at least two (2) and no not more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunderpurchasing, as adjusted by the Representative Representatives in such manner as it deems they deem advisable to avoid fractional shares.

Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter named below, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a the purchase price of $24.2125 per share, share for the Shares to be agreed upon by the Underwriters and the Company and set forth in the Price Determination Agreement the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1. If the Company elects to rely on Rule 430A (as hereinafter defined), Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated be attached to purchase pursuant to Section 9 hereofthe Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the purchase up to 600,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments over-allotments in the sale of the Firm Shares by the Underwriters Representatives and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 30th day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day)Agreement, upon written or telegraphic notice (the "OPTION SHARES NOTICE") by the Representatives to the Company. The date for the closing of the sale of the Option Shares (the "OPTION CLOSING DATE"), shall be determined by you but shall be no later than 10 days after delivery of the Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, that Underwriter's proportionate share (based upon the respective underwriting obligations of the several Underwriters hereunder as set forth in Schedule 1 hereto except as may be adjusted by you to eliminate fractions) of the number of Option Shares specified in such notice. The right to purchase the Option Shares or any portion thereof may be surrendered and terminated at any time upon notice by the Representatives to the Company. (c) The public offering price per share for the Firm Shares and the purchase price per share for the Firm Shares to be paid by the Underwriters shall be agreed upon and set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional sharesPrice Determination Agreement.