Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements Each of the Company and the Selling Shareholders Shareholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained and contained, but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such seller at $______ a purchase price of $[ ] per Share share (the “purchase price per Share”), "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II or Schedule III hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and subject to its terms and conditions, each such of the Company and the Selling Shareholder in Schedule II hereto. The Company hereby also agrees Shareholders, severally and not jointly, agree to sell to the UnderwritersU.S. Underwriters the Additional Shares, and, upon and 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 U.S. Underwriters shall have a one- time right to purchase, severally and not jointly, up to 2,025,000 Additional Shares at the right for Purchase Price. If the Underwriters elect to purchase less than all of the Additional Shares, then the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be purchased from each Seller shall bear the same proportion to the total number of Additional Shares purchased as the number of Company Shares or Selling Shareholder Shares sold by such Seller (as the case may be) bears to the total number of Firm Shares. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company and the Selling Shareholders in writing not later than 30 days from after the date of this Agreement, which notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares at a purchase price equal to be purchased by the purchase price per ShareUnderwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterU.S. Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, but no more than once(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock pursuant to the Recapitalization, (C) the issuance of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (D) the grant of options to purchase shares of Common Stock under the Company's Stock Incentive Plan provided such options do not vest prior to the expiration of the 180-day period referenced herein, and provided further, that in the case of subclause (C) of this paragraph, the recipient of any such shares agrees to execute a lock-up agreement in the form of Exhibit A hereof. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at $55.70 a purchase price of $[ ] per Share share (the “purchase price per SharePurchase Price”)) 1,825,000 Shares. Each Selling Stockholder, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto severally and each such Selling Shareholder in Schedule II hereto. The Company not jointly, hereby also agrees to sell to the several Underwriters, andand each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriteragrees, severally and not jointly, agrees to purchase from such Seller at the Purchase Price the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine determine) set forth opposite such Selling Stockholder’s name in Schedule II hereto under the heading “Shares.” Each Seller hereby agrees that, without the prior written consent of Barclays Capital Inc., it will not during the period ending 45 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to avoid fractional sharessell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that bears transfers to another, in whole or in part, any of the same proportion economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Time of Sale Prospectus, (c) grants of stock options, stock awards, restricted stock or other equity awards and the issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, (d) the entry into an agreement providing for the issuance by the Company of Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of shares of Common Stock securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 5% of the total number of Additional Shares shares of Common Stock outstanding immediately following the completion of the transactions contemplated by this Agreement and all recipients of any such securities shall enter into a lock-up letter substantially in the form of Exhibit A covering the remainder of the Restricted Period, (e) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment or amendment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, (f) the filing of any registration statement on Form S-8 relating to securities granted or to be purchased granted pursuant to any plan in effect on the date hereof and described in the Time of Sale Prospectus or any assumed benefit plan contemplated by clause (d), (g) transactions relating to shares of Common Stock or other securities acquired in the offering or in open market transactions after the completion of the offering, (h) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift, or for bona fide estate planning purposes, upon death or by will, testamentary document or intestate succession, (ii) to an immediate family member of a Selling Stockholder or to any trust for the direct or indirect benefit of a Selling Stockholder or the immediate family of a Selling Stockholder (for purposes of this agreement, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iii) not involving a change in beneficial ownership, or (iv) if the Selling Stockholder is a trust, to any beneficiary of the Selling Stockholder or the estate of any such beneficiary, (i) distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act of 1933, as amended), current or former partners (general or limited), members or managers of the Selling Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, (j) (i) the receipt by the Underwriters Selling Stockholder from the Company of shares of Common Stock upon the exercise of options or warrants, insofar as such options or warrants are outstanding as of the number date of Firm Shares set forth opposite the name Prospectus pursuant to stock plans disclosed in the Prospectus, provided that the shares of Common Stock received upon exercise of such Underwriter option or warrant shall remain subject to a lockup agreement in Schedule I hereto bears the form of Exhibit A or (ii) the transfer of shares of Common Stock or any securities convertible into Common Stock to the total number Company upon a vesting event of Firm Shares. The option the Company’s securities or upon the exercise of options or warrants to purchase Additional Shares may the Company’s securities on a “cashless” or “net exercise” basis to the extent permitted by the instruments representing such options or warrants and only for such options or warrants that are scheduled to expire during the Restricted Period, so long as such “cashless” exercise or “net exercise” is effected solely by the surrender of outstanding options or warrants to the Company, and the Company’s cancellation of all or a portion thereof to pay the exercise price and/or withholding tax obligations, but for the avoidance of doubt, excluding all methods of exercise that would involve a sale of any shares of Common Stock relating to options or warrants, whether to cover the applicable exercise price, withholding tax obligations or otherwise, provided that in the case of either (j)(i) or (j)(ii), no filing under Section 16(a) of the Exchange Act, or any other public filing or disclosure of such receipt or transfer by or on behalf of a Selling Stockholder shall be exercised at any time required or shall be voluntarily made within 30 days after the date of the Prospectus, but and after such 30th day, any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in (i) or (ii), as the case may be, (B) no more than onceshares were sold by the reporting person and (C) in the case of (i), the shares received upon exercise of the option are subject to a lock-up agreement with the Underwriters, (k) the transfer of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock that occurs by operation of law pursuant to a qualified domestic order in connection with a divorce settlement or other court order, (l) any transfer of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to arrangements under which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares, (m) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of Common Stock involving a change of control, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by any Selling Stockholder shall remain subject to the restrictions contained in this agreement and (n) sales of shares of Common Stock pursuant to the terms a trading plan pursuant to Rule 10b5-1 under the Exchange Act in existence on the date hereof, provided that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned regarding such sale, such announcement or filing shall include a statement to the effect that such sale was made pursuant to a Rule 10b5-1 trading plan; provided that in the case of any sale, transfer or distribution pursuant to clause (g), (h), (i), or (k), no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period; and provided further that in the case of any transfer pursuant to clause (k) or (l), any filings under Section 16(a) of the Exchange Act shall state that the transfer is by operation of law, court order, in connection with a divorce settlement, or a repurchase by the Company, as the case may be. In addition, each Selling Stockholder, agrees that, without the prior written consent of Barclays Capital Inc., it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Upon the terms (a) Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the several Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II hereto. Upon Seller, and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[ ● ] per share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and agreements of subject to its terms and conditions, [ ● ], [one of] the Sellers, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ● ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxxxxx LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Common Stock, (c) the issuance of Common Stock upon exercise of options, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus provided that each holder shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (d) the issuance and sale of Common Stock, or any securities convertible into, or exercisable, or exchangeable for, Common Stock, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but no more than onceprovided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (e) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission, and (f) the issuance of Common Stock in connection with the acquisition of another company, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto and provided further, that the number of shares of Common Stock issued pursuant to this clause (f) shall not exceed 5% of the shares of Common Stock then outstanding.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] 2,000,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwritersand, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] _______ per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each (or such Selling Shareholder in Schedule II heretonumber of Firm Shares as adjusted pursuant to Section 10 hereof). The Company hereby also agrees to sell up to 300,000 Additional Shares to the Underwriters, 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 for 30 days from the date of the Prospectus this Agreement to purchase from the Company up to [ ] 300,000 Additional Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional factional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters sold as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total (or such number of Firm Shares. The option Shares as adjusted pursuant to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than onceSection 10 hereof) bears to 2,000,000.

Agreements to Sell and Purchase. Upon the terms Each Selling Shareholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the several Underwriters and at $16.00 per share (iithe “Purchase Price”) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II hereto. Upon , and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from such Selling Shareholder at the Company and Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares (after giving effect to Section 13 hereof). Solely for informational purposes, it is noted that the Purchase Price per share of common stock sold pursuant to this Agreement is the equivalent of $2,000.00 per share of Series D Preferred Stock prior to the Conversion. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such subject to its terms and conditions, the Selling Shareholder in Schedule II hereto. The Company hereby also agrees Shareholders agree to sell to the UnderwritersUnderwriters the Additional Shares, 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriterpurchase, severally and not jointly, agrees up to 1,200,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), (x) each Selling Shareholder agrees, severally and not jointly, to sell to the several Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased sold on such Option Closing Date as the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Additional Shares, and (y) each Underwriter agrees, severally and not jointly, to purchase from such Selling Shareholder, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold by the Underwriters such Selling Shareholder on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, but (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (b) distributions by the Company of shares of Common Stock or any security convertible into Common Stock to stockholders of the Company; provided that (i) each distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph and (ii) no more than oncefiling under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no other public filing or report regarding such transfers shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period, (c) grants by the Company of stock options and restricted stock units in such amounts and having such terms as disclosed in the Time of Sale Prospectus, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by the Company in violation with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] Firm 3,400,000 Shares, and the Selling Stockholder hereby agrees to sell 100,000 Shares to the several Underwriters at a price of $16.2581 per share (the “Purchase Price”), and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriterseach Underwriter, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, each Underwriter hereby agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Stockholder at a purchase price of $[ ] per Share (the “purchase price per Share”), Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Manager may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Moreover, the Company hereby also agrees to issue and sell up to 525,000 Additional Shares to the Underwriters at the Purchase Price, and the Underwriters, and, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for (but not the obligation) to purchase, severally and not jointly, up to the Additional Shares at the Purchase Price. The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days from after the date of this Agreement. Any exercise notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at a purchase price equal to least one business day after the purchase price per Sharewritten notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, over- allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Manager may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option Selling Stockholder agrees to purchase Additional comply with the terms and conditions of the “lock-up” agreement that it has previously entered into and delivered to the Managers on or before the date hereof, which “lock-up” agreement was executed in substantially the form of Exhibit D hereto. The Selling Stockholder agrees to advise the Manager promptly, and if requested by the Manager, confirm such advice in writing, so long as delivery of a prospectus relating to the Shares by an underwriter or dealer may be exercised at required under the Securities Act, any time within 30 days after change in information contained in the date Registration Statement, the Time of Sale Prospectus or the Prospectus, but no more than onceProspectus that relates to the Selling Stockholder.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at U.S.$________ a purchase price of $[ ] per Share share (the “purchase price per Share”), "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedules II and III hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such subject to its terms and conditions, the Company and the Selling Shareholder in Schedule II hereto. The Company hereby also agrees Stockholders agree to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of U.S. Underwriters the Company herein contained Additional Shares and subject to all the terms Selling Stockholders' Additional Shares, respectively, and conditions set forth herein, the U.S. Underwriters shall have a one-time right to purchase, severally and not jointly, up to ______ Additional Shares from the right for Sellers at the Purchase Price. The U.S. Representatives, on behalf of the U.S. Underwriters, may elect to exercise the portion of such option to purchase the Company Additional Shares, in whole or in part, only if the U.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise the portion of such option to purchase all of the Selling Stockholders' Additional Shares. If the U.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Sellers in writing not later than 30 days from after the date of this Agreement, which notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares at a purchase price equal to be purchased by the purchase price per ShareU.S. Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterU.S. Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of U.S. Firm Shares are set forth in Schedule II hereto opposite the name of such U.S. Underwriter in Schedule I hereto bears to the total number of U.S. Firm Shares. The option , and each of the Sellers agrees, severally and not jointly, to purchase sell up to the number of Additional Shares may be exercised at any time within 30 set forth on Schedule IV opposite the name of such Seller. Each Seller hereby agrees that, without the prior written consent of [Managing Underwriter] on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Final Prospectus, but no more (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and which option, warrant or conversion feature is described in the Final Prospectus, (C) the sale of any shares of Common Stock to the Company or the purchase of any shares of Common Stock by the Company in accordance with the Company's employee benefit plans or (D) transactions by any person other than oncethe Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Stockholder agrees that, without the prior written consent of [Managing Underwriter] on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Final Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock which would cause the Company to file a registration statement with the Commission prior to the expiration of such 90 day period.

Agreements to Sell and Purchase. Upon (a) Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (ithe "PURCHASE PRICE") the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, each Seller, severally and not jointly, agrees to sell to the Underwriters the Additional Shares to be sold by such Seller as described below, and the Underwriters shall have the right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option On each Option Closing Date, each Seller, severally and not jointly, agrees to purchase sell to the Underwriters the respective number of Additional Shares obtained by multiplying the number of Shares specified in the exercise notice by a fraction (a) the numerator of which is (i) _______ Shares in the case of the Company and (ii) the number of Shares set forth next to such Selling Shareholder's name under "Number of Additional Shares to Be Sold" on Schedule I hereto in the case of each Selling Shareholder and (b) the denominator of which is the total number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may be exercised at any time within 30 determine). The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. together, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, but no (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) as long as the holder of such Common Stock agrees in writing to be bound by the obligations and restrictions contained in the preceding paragraph of this Section 3, the issuance of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with one or more than oncemergers, acquisitions or other strategic transactions in which the Company is the surviving entity or acquiror, provided, however, that the aggregate value of securities issued in accordance with this clause (B) shall not exceed $500 million (with the value of a given security measured on the date of issuance of such security), and (C) as long as the holder of such Common Stock agrees in writing to be bound by the obligations and restrictions contained in the preceding paragraph of this Section 3, the grant of options to purchase shares of Common Stock pursuant to any existing benefit plans of the Company as existing on the date hereof and the issuance of Common Stock upon the exercise of warrants for Common Stock outstanding on the date hereof or the exercise of options outstanding on the date hereof or granted pursuant to such plans or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. Upon The Selling Shareholder hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Selling Shareholder the number of Firm Common Shares and Preferred Shares set forth hereinin Schedule I hereto opposite the name of such Underwriter at a per share purchase price, in the case of the Firm Common Shares, of $70.325 per Firm Common Share (the “Common Purchase Price”), and in the case of the Preferred Shares, of $202,644.75058 per Preferred Share (the “Preferred Purchase Price”) equal to the product of (x) the Common Purchase Price per Firm Converted Common Share issuable upon conversion of the Preferred Shares multiplied by (y) the Conversion Rate. For the avoidance of doubt, the underwriting commission with respect to the Preferred Shares for an Underwriter shall be equal to the product of (a) the difference between (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters Public Offering Price (as defined below) and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Common Purchase Price multiplied by (b) the number of Firm Converted Common Shares issuable upon conversion of the Preferred Shares to be purchased by such Underwriter set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,048,515 Additional Shares at the Common Purchase Price (provided that the Common Purchase Price per Additional Share shall be reduced by an amount per Additional Share equal to any dividends or distributions declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on the Additional Shares). You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least two business days after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option For the avoidance of doubt, the underwriting commission with respect to the Additional Shares for an Underwriter shall be equal to the product of (a) the difference between (i) the Public Offering Price and (ii) the Common Purchase Price (provided that the Common Purchase Price per Additional Share shall be reduced by an amount per Additional Share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares) multiplied by (b) the number of Additional Shares to be purchased by such Underwriter as set forth in the immediately preceding sentence. In the event the Representative does not exercise, on behalf of the Underwriters, the right to purchase the Additional Shares may be exercised at any time within Shares, the Selling Shareholder hereby agrees that, without the prior written consent of the Representative, it will not, during the period ending 30 days after the date of the Prospectus (the “Selling Shareholder Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (including the Series A Preferred Stock); or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) request the filing of any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to: (a) the Shares to be sold hereunder; (b) the issuance by the Company of the Firm Converted Common Shares issuable upon conversion of the Preferred Shares (as disclosed in the Time of Sale Prospectus and Prospectus); (c) transactions by a Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares; (d) transfers of shares of Common Stock or Series A Preferred Stock to any Permitted Transferee (as such term is defined in the GE Shareholder Agreement); provided that (i) such transfers shall not involve a disposition of value and (ii) the restrictions contained in the preceding paragraph shall apply to such transferee with respect to any such transferred Shares for the balance of the Selling Shareholder Restricted Period; (e) the transfer, but sale, tender or other disposition of shares of Common Stock pursuant to a bona fide third party tender offer, exchange offer or merger or other similar business combination transaction effected by or involving the Company; provided that any shares of Common Stock or other securities that are not so transferred, sold, tendered or otherwise disposed of (as a result of such tender offer, exchange offer, merger or other business combination transaction not being completed or otherwise) shall remain subject to the restrictions herein; or (f) transfers of shares of Common Stock or such other securities in a Piggyback Registration (as such term is defined in the GE Shareholder Agreement) pursuant to the GE Shareholder Agreement; provided that, in each case of a transfer or distribution pursuant to clauses (c) through (d), no more than oncefiling under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Selling Shareholder Restricted Period in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions or transfers. The Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by the Selling Shareholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders contained herein contained and subject to all the terms and conditions set forth hereinherein and to such adjustments as you may determine to avoid fractional shares, each Selling Shareholder, severally and not jointly, agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Shareholders Shareholder, at a purchase price of $[ $ [_________] per Share share (the “"purchase price per Share”share"), the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Underwriter Selling Shareholder in Schedule I hereto and each as the number of Firm Shares set forth opposite the name of such Selling Shareholder U.S. Underwriter in Schedule II hereto. The Company hereby also agrees to sell hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the Underwriters, and, upon aggregate number of Firm Shares to be sold by the Selling Shareholders. Upon the basis of the representations, warranties and agreements of the Company contained herein contained and subject to all the terms and conditions set forth herein, the Selling Shareholders listed in Part B of Schedule I hereto also agree, severally and not jointly, to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right for 30 days to purchase from such Selling Shareholders listed in Part B of Schedule I hereto, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised prior to 5:00 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (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 472,500 Additional Shares from the Selling Shareholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares that each of them agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). The number of Additional Shares that the U.S. Underwriters elect to purchase from upon any exercise of the Company up over-allotment option shall be provided by each Selling Shareholder who has agreed to [ ] sell Additional Shares at a purchase price equal in proportion to the purchase price per Sharerespective maximum numbers of Additional Shares that each such Selling Shareholder has agreed to sell. The Additional Shares may be purchased solely only for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased sold by the Underwriters each Selling Shareholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm Shares to be sold by the Selling Shareholders. Certificates in transferable form for the Shares (including any Additional Shares) that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First Chicago Trust Company of New York (the "Custodian") for delivery under this Agreement pursuant to a Selling Shareholder's Custody Agreement (the "Custody Agreement") and a Selling Shareholder's Irrevocable Power of Attorney (the "Power of Attorney") executed by each of the Selling Shareholders appointing Xxxxxx X. Xxxxx, Xxxxxx Xxxx and Xxxxxx Given as agents and attorneys-in-fact (the "Attorneys-in-Fact"). The option Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to purchase Additional the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement and Power of Attorney shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death, incapacity, dissolution or liquidation of any Selling Shareholder or the occurrence of any other event (including, without limitation, the termination of any trust or estate). If any Selling Shareholder shall die or become incapacitated, dissolved, liquidated or terminated or if any other such event shall occur before the delivery of the Shares may hereunder and completion of the transactions contemplated hereby, certificates for the Shares of such Selling Shareholder shall be exercised at delivered to the Underwriters by the Custodian or the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement, and such actions shall be valid as if such death, incapacity, dissolution, liquidation, termination or other event had not occurred, regardless of whether or not the Custodian or the Attorneys-in-Fact or any time within 30 days after U.S. Underwriter shall have received notice of such death, incapacity, dissolution, liquidation, termination or other event. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date 5 hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the ProspectusUnited States or Canada or to anyone other than a U.S. or Canadian Person, but no more than onceand (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made.

Agreements to Sell and Purchase. Upon Each Selling Shareholder hereby agrees, severally and not jointly, to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $[●] a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters and (ii) up to such number of Additional Shares set forth opposite the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to Shareholder’s name in Schedule I hereto under the Underwriters, heading “Additional Shares” (each Selling Shareholder selling the number of Firm Additional Shares equal to the product obtained by multiplying (i) the total number of Additional Shares for which the Underwriters exercise their option pursuant to Section 3 hereof and (ii) a fraction, the numerator of which is the number of Additional Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto under the heading “Additional Shares” and the denominator of which is the total number of Additional Shares) and the Underwriters shall have the right to purchase, severally and not jointly, an aggregate of up to [•] Additional Shares at the Purchase Price to be delivered in the manner set out in Section 5, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on Schedule II heretothe Firm Shares but not payable on such Additional Shares. Upon the basis The Representatives may exercise this right on behalf of the representations, warranties and agreements of Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Shareholders herein contained not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $ a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each be sold by such Selling Shareholder selling as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, each of the Selling Shareholders, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,250,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase If the number of Additional Shares to be purchased by the Underwriters on the Option Closing Date is less than the number of Additional Shares being offered by the Selling Shareholders as set forth on Schedule I hereto, the number of Additional Shares to be sold by the Selling Shareholders shall be allocated among the Selling Shareholders on a pro rata basis in accordance with the respective number of Additional Shares being offered by each Selling Shareholder as set forth on Schedule I hereto, subject to such adjustments to eliminate fractional shares as the Representatives may be exercised at any time within 30 determine. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending on the earlier of (x) 60 days after the date of the Prospectus and (y) May 31, 2014 (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned or convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than a Registration Statement on Form S-8 to register shares of Common Stock issued pursuant to, or covered by, any equity benefit plan or arrangement disclosed in the Time of Sale Prospectus). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, but no more than once(b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is disclosed in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, (c) any awards granted pursuant to any equity benefit plan or arrangement disclosed in the Time of Sale Prospectus (including in the exhibits to any documents incorporated by reference therein), and (d) the issuance by the Company of up to 10.0% of the shares of Common Stock outstanding after the offering of the Shares or any securities convertible into or exercisable or exchangeable for Common Stock in connection with mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions if each person receiving shares pursuant to this clause (d) enters into an agreement in the form of Exhibit A-1 hereto for the balance of the Restricted Period. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall provide the Representatives and each individual subject to the Restricted Period pursuant to the lock-up letters described in Section 6(h) with prior notice of any such announcement that gives rise to an extension of the initial Restricted Period.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm the Company Shares to the several Underwriters and (ii) the each Selling Shareholders agree Stockholder, severally and not jointly, hereby agrees to sell an aggregate to the several Underwriters the number of [ ] Firm Stockholder Shares to set forth opposite such Selling Stockholder's name in Schedule II hereto, and each of the Underwriters, severally and not jointly, hereby agrees to purchase from the Company and each Selling Shareholder selling Stockholder at a price per share of $_____ (the "Purchase Price") the respective number of Company Shares and Stockholder Shares (subject to adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Company Shares and Stockholder Shares to be sold by the Company or such Selling Stockholder, as the case may be, as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter bears to the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the total number of Firm Shares set forth opposite the name names of such Underwriter all Underwriters in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby also agrees to issue and sell to the Underwriters the Company Additional Shares, and the Hvide Trust hereby agrees to sell to the UnderwritersUnderwriters the Trust Additional Shares, and, upon the basis and each 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 for 30 days from the date of the Prospectus to purchase purchase, severally and not jointly, up to 575,000 Company Additional Shares from the Company at the Purchase Price and up to [ ] 25,000 Trust Additional Shares from the Hvide Trust at a purchase price equal to the purchase price per SharePurchase Price. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, over allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company and the Hvide Trust within 30 days after the date of this Agreement. The Representatives shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined) and (ii) no later than 10 business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Hvide Trust the number of Trust Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that which bears the same proportion to the total number of Trust Additional Shares to be purchased by the Underwriters from the Hvide Trust as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. If more than 25,000 Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Company Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) which bears the same proportion to the total number of Company Additional Shares to be purchased by the Underwriters from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the directors and officers of the Company and (ii) each stockholder listed on Annex 1 hereto, pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase Additional Shares may be exercised at purchase, or otherwise dispose of any time within 30 Class A Common Stock or other common stock of the Company or any securities convertible into or exercisable or exchangeable for such Class A Common Stock or other common stock of the Company (collectively, the "Common Stock") or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Stock, except to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the ProspectusProspectus without the prior written consent of Donaxxxxx, but no more than onceXxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant options to purchase shares of Class A Common Stock pursuant to the Company's existing stock option plans and (ii) the Company may issue shares of its Common Stock pursuant to its employee stock purchase plan and upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriterseach Underwriter and, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders Sellers 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 and the Selling Shareholders Company, at a purchase price of $[ ] $ _______ per Share share (the “purchase price per "Purchase Price Per Share”"), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers. Subject to such adjustments as you may determine in order to avoid fractional shares, the Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Sellers herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees to purchase from the Selling Stockholder at the Purchase Price Per Share that number of Firm Shares which bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Selling Shareholder Underwriter in Schedule II heretoI hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers. The Company hereby also agrees agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Sellers herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days 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 the Prospectus to purchase from (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the Company next business day thereafter when the New York Stock Exchange is open for trading), up to [ ] an aggregate of 630,000 Additional Shares at a purchase price equal to Shares. Upon any exercise of the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchasedallotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon Each of the terms Selling Stockholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholders at $7.66 a share (ithe “Purchase Price”) the Company agrees respective number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 3,750,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of |US-DOCS\139195681.10|| Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions conditions, the Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [•] Additional Shares at the Purchase Price as follows: (A) until the Underwriters have purchased [•] Additional Shares, the Selling Stockholders shall sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the aggregate number of Additional Shares to be sold at such Option Closing Date (as defined below) as the number of Additional Shares set forth hereinin Schedule I hereto opposite the name of such Selling Stockholder bears to the total number of Selling Stockholder Additional Shares, and (B) in the event that the Underwriters elect to purchase more than [•] Additional Shares, the Company agrees to sell to the Underwriters the Company Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option, warrant or other right to acquire shares of Common Stock or the conversion of a security outstanding on the date of the Prospectus of which the Underwriters have been advised in writing, (c) the issuance by the Company of shares, options or other rights to purchase shares of Common Stock to employees, officers, directors, advisors or consultants pursuant to any stock option or similar equity incentive or compensation plan disclosed in the Time of Sale Prospectus, (d) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable or exchangeable for the Common Stock, in connection with mergers or acquisitions (irrespective of whether in the form of an acquisition of securities, businesses, properties or assets), or joint ventures, commercial relationships or strategic transactions (including but no more than oncenot limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) with, another company or the securityholders of another company in an aggregate amount not to exceed 10% of the number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, provided that the recipient of the shares of Common Stock pursuant to this clause (d) executes a lock-up agreement substantially in the form of Exhibit A hereto and (e) the filing with the Commission of any registration statement (1) on Form S-8 in respect of any shares issued under or the grant of any award pursuant to any employee benefit plan described in the Time of Sale Prospectus, or (2) in connection with mergers or acquisitions (irrespective of whether in the form of an acquisition of securities, businesses, properties or assets), or joint ventures, commercial relationships or strategic transactions (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) with, another company or the securityholders of another company in an aggregate amount not to exceed 10% of the number of shares of Common Stock issued and outstanding immediately following completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by the fourth paragraph of this Section 3 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Mxxxxx Sxxxxxx & Co. Incorporated of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. Each of the Selling Stockholders hereby agrees that for the period specified in the lock-up agreement that such Selling Stockholder has executed (the “Selling Stockholder Lock-Up Agreement”), such Selling Stockholder will not take any action in contravention of such Selling Stockholder Lock-Up Agreement. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the Selling Stockholder Lock-Up Agreement.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company Corporation hereby also agrees to sell to the several Underwriters, andand each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties but subject to the conditions hereinafter stated, agrees, severally and agreements not jointly (nor jointly and severally), to purchase from the Corporation at US$3.00 per Share (the “Purchase Price”) all (but not less than all) of the Company herein Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right for to purchase, severally and not jointly (nor jointly and severally), up to 12,510,000 Additional Shares each at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days from after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date of on which such shares are to be purchased. Each purchase date must be at least three business days after the Prospectus to purchase from written notice is given and may not be earlier than the Company up to [ ] Additional Shares at a purchase price equal to Closing Date for the purchase price per ShareFirm Shares. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SharesShares and for market stabilization purposes. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointlyjointly (nor jointly and severally), agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option In consideration of the agreement on the part of the several Underwriters to purchase Additional the Shares may and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be exercised entitled to receive from the Corporation at any the time within 30 days after of closing on the date Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% of the Prospectusgross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, but no more than onceas applicable (the “Underwriting Fee”).

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company Each Seller hereby agrees to issue sell, severally and sell an aggregate of [ ] Firm Shares not jointly, and the Selling Stockholder hereby agrees to cause each other Seller to sell, to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate basis of [ ] Firm Shares the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, agrees, severally and not jointly, to purchase from each Selling Shareholder selling of the Sellers at $21.07 per Share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) determined by multiplying the aggregate number of Firm Shares to be sold by each of the Sellers as set forth opposite their respective names in Schedule I 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 II hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from all of the Sellers hereunder. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Seller agrees to sell, severally and not jointly, and the Selling Stockholder agrees to cause each other Seller to sell, to the Underwriters, and the Underwriters shall have the right to purchase, severally and not jointly, at the Purchase Price up to the applicable number of Additional Shares, if any, set forth opposite such Selling ShareholderSeller’s name in Schedule I, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on Schedule II heretothe Firm Shares but not payable on such Additional Shares. Upon the basis You may exercise this right on behalf of the representations, warranties and agreements of Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Shareholders herein contained Stockholder not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be sold by each Seller, if any, to each Underwriter shall be determined by multiplying the aggregate number of Additional Shares to be sold by each of the Sellers as set forth opposite their respective names in Schedule I hereto, if any, by a fraction, the numerator of which is the aggregate number of Additional Shares to be purchased by such Underwriter and the denominator of which is the aggregate number of Additional Shares to be purchased by all the terms Underwriters from all of the Sellers pursuant to the exercise notice. Each purchase date must be at least one business day after the written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option Any such election to purchase Additional Shares may shall be exercised at any time within 30 made in proportion to the maximum number of Additional Shares to be sold by each Seller as set forth opposite its name in Schedule I hereto. The Company hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the ProspectusProspectus (the “Restricted Period”), but no more than once(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any class of stock of the Company or any limited liability company units or other membership interests of BHGE LLC (collectively, the “Restricted Securities”) or any other securities convertible into or exercisable or exchangeable for any Restricted Securities; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Restricted Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Restricted Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities or any securities convertible into or exercisable or exchangeable for any Restricted Securities or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold by the Sellers hereunder, (b) the issuance by the Company of shares of Common Stock upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement, (c) the issuance by the Company of options to purchase shares of Common Stock and other equity incentive compensation, including restricted stock or restricted stock units, under stock option or similar plans described in the Time of Sale Prospectus or under stock option or similar plans of companies acquired by the Company in effect as of the date of this Agreement, (d) any shares of Common Stock issued upon the exercise of options granted under such stock option or similar plans described in the Time of Sale Prospectus or under stock option or similar plans of companies acquired by the Company in effect on the date of this Agreement, (e) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to the terms of such stock option or similar plans, (f) the issuance by the Company of Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of Common Stock the Company may issue or agree to issue pursuant to this clause (f) during the Restricted Period shall not exceed 5% of the total number of shares of Common Stock issued and outstanding on the closing date of the offering of the Shares and provided further that, in the case of any issuance pursuant to this clause (f), any recipient of shares of Common Stock shall have executed and delivered to the Representative a lock-up agreement in the form attached as Exhibit A hereto, (g) the Repurchase, or (h) the issuance by the Company of shares of Class A Common Stock of the Company upon the conversion or exchange of shares of Class B Common Stock of the Company, together with Common Units (as defined in the Exchange Agreement) into shares of Class A Common Stock of the Company pursuant to the Exchange Agreement.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at $______ a purchase price of $[ ] per Share share (the “purchase price per Share”), "Purchase Price") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and subject to its terms and conditions, each such of the Selling Shareholder in Schedule II hereto. The Company hereby also agrees Stockholders agree to sell to the Underwriters, andseverally and not jointly, 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 a one-time right to purchase, at the right for Purchase Price, such number of Additional shares as is set forth with respect to such Selling Stockholder on Schedule I hereto. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Selling Stockholders in writing not later than 30 days from after the date of this Agreement, which notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares at a purchase price equal to be purchased by the purchase price per ShareUnderwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, but no more than once(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the "Market Stand-Off"). The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) options issued under the 1989 Plan, 1992 Plan, the 1997 Equity Incentive Plan, the 1997 Directors Stock Option Plan, and the shares issuable upon exercise thereof, (D) shares issued under the 1997 Employee Stock Purchase Plan and the shares issuable upon exercise thereof; provided, however, that any receiver of securities issued under (B), (C) or (D) above agrees to the Market Stand-Off. In addition, each Selling Stockholder agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholders at $56.89125 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) be sold by the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or other distributions declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Selling Shareholders and the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The number of Additional Shares to be purchased from each Selling Shareholder by the Underwriters, collectively, pursuant to an exercise notice shall equal the number of Additional Shares to be purchased from the Selling Shareholders, collectively, pursuant to an exercise notice multiplied by the fraction obtained by dividing (i) the number opposite such Selling Shareholder’s name under the column titled “Number of Additional Shares to Be Sold” on Schedule III hereto by (ii) the total number opposite the word “Total” under the column titled “Number of Additional Shares to Be Sold” on Schedule III hereto (subject to such adjustments to eliminate fractional shares as you may determine). The number of such Additional Shares to be purchased by each Underwriter from each Selling Shareholder pursuant to an exercise notice shall be the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Shares to be sold by such Selling Shareholder as (i) the number opposite such Underwriter’s name under the column titled “ Number of Additional Shares to Be Purchased” on Schedule II hereto bears to (ii) the total number opposite the word “Total” under the column titled “Number of Additional Shares to Be Purchased” on Schedule II hereto. Upon Each purchase date must be at least one business day after the basis written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of Ordinary Shares by the Underwriters in excess of the representations, warranties and agreements number of the Company and the Selling Shareholders herein contained and subject Firm Shares. On each day, if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than oncethis Section 3.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders contained herein contained and subject to all the terms and conditions set forth herein, and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, to issue and sell to each Underwriter Manager and each Manager agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Company, at a purchase price of $[ ] $ ______ per Share share (the “"purchase price per Share”share"), the number of Firm Shares that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule I hereto and each (or such Selling Shareholder number of Firm Shares increased as set forth in Schedule II hereto. The Company hereby also agrees to sell Section 12 hereof) bears to the Underwriters, and, upon aggregate number of Firm Shares to be sold by the Company. Upon the basis of the representations, warranties and agreements of the Company contained herein contained and subject to all the terms and conditions set forth herein, the Underwriters Selling Shareholders listed in Schedule II hereto agree to sell to the Managers, and the Managers shall have the right for 30 days to purchase from such Selling Shareholders listed in Schedule II hereto, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised prior to 5:00 p.m., New York City time, on the 30th day after the date of the International Prospectus (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 216,000 Additional Shares from the Selling Shareholders listed in Schedule II hereto (the maximum number of Additional Shares that each of them agrees to sell upon the exercise by the Managers of the over-allotment option is set forth opposite their respective names in Schedule II). The number of Additional Shares that the Managers elect to purchase from upon any exercise of the Company up over-allotment option shall be provided by each Selling Shareholder who has agreed to [ ] sell Additional Shares at a purchase price equal in proportion to the purchase price per Sharerespective maximum numbers of Additional Shares that each such Selling Shareholder has agreed to sell. The Additional Shares may be purchased solely only for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each UnderwriterManager, severally and not jointly, agrees to purchase from each Selling Shareholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased sold by the Underwriters each Selling Shareholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm Shares to be sold by the Company. Certificates in transferable form for the Additional Shares that each of Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx-Xxxxxxx as joint tenants (each of Xxxx Xxxxxxx and Xxxxxx X. Xxxxx-Xxxxxxx, collectively the "Gratzons") agrees to sell pursuant to this Agreement have been placed in custody with Xxxxxxx & Berlin, Chartered (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "GR Custody Agreement") executed by each of the Graztons and Xxxxxxxx Xxxx appointing and , as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each of the Graztons and Xxxxxxxx Xxxx agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the GR Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by the Graztons and Xxxxxxxx Xxxx for such custody are, except as specifically provided in the GR Custody Agreement, irrevocable, and (iii) the obligations of the Graztons and Xxxxxxxx Xxxx hereunder and under the GR Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any of the Graztons or Xxxxxxxx Xxxx or the occurrence of any other event. If any of the Graztons or Xxxxxxxx Xxxx shall die or be incapacitated or if any other event shall occur before the delivery of the additional Shares of the Gratzons and Xxxxxxxx Xxxx to be sold hereunder, certificates for the Additional Shares of such Selling Shareholders shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the GR Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Manager shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Graztons and Xxxxxxxx Xxxx, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by the Graztons or Xxxxxxxx Xxxx, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by the Graztons and Xxxxxxxx Xxxx in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to the Gratzons and Xxxxxxxx Xxxx, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Certificates in transferable form for the Additional Shares that each of Xxxxx Xxxxx and Xxxxx Xxxxxx agrees to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "RF Custody Agreement") executed by Xx. Xxxxx and Xx. Xxxxxx appointing [ ] and [ ] as agents and attorneys-in-fact (the "RF Attorneys-in-Fact"). Each of Xxxxxx Xxxxx and Xxxxxx Xxxxxx agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the RF Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by Xxxxxx Xxxxx and Xxxxxx Xxxxxx, for such custody are, except as specifically provided in the RF Custody Agreement, irrevocable, and (iii) the obligations of Xxxxxx Xxxxx and Xxxxxx Xxxxxx hereunder and under the RF Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any of Xxxxxx Xxxxx or Xxxxxx Xxxxxx or the occurrence of any other event. If any of Xxxxxx Xxxxx or Xxxxxx Xxxxxx shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of Xxxxxx Xxxxx and Xxxxxx Xxxxxx to be sold hereunder, certificates for the Additional Shares of such Selling Shareholder shall be delivered to the Managers by the RF Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the RF Custody Agreement, respectively, as if such death or incapacity or other event had not occurred, regardless of whether or not the respective Attorneys-in-Fact or any Manager shall have received notice of such death, incapacity or other event. The option RF Attorneys-in-Fact are authorized, on behalf of Xxxxxx Xxxxx and Xxxxxx Xxxxxx, to purchase execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by Xxxxxx Xxxxx and Xxxxxx Xxxxxx to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by Xxxxxx Xxxxx and Xxxxxx Xxxxxx in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to Xxxxxx Xxxxx and Xxxxxx Xxxxxx and to take such other action as may be exercised at any time within 30 days after necessary or desirable in connection with the date transactions contemplated by this Agreement. Each RF Attorney-in-Fact agrees to perform his duties under the RF Custody Agreement. Certificates in transferable form for the Warrants which are exercisable for the Additional Shares that the Greenwich Street Affiliates agree to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement (the "Greenwich Street Custody Agreement" and collectively with the GR Custody Agreement and the RF Custody Agreement, the "Custody Agreements"). The Greenwich Street Affiliates agree that (i) the Warrants and Additional Shares represented by the certificates held in custody pursuant to the Greenwich Street Custody Agreement are subject to the interests of the ProspectusManagers, but no more than oncethe Company and each other Selling Shareholder, (ii) the arrangements made by the Greenwich Street Affiliates are, except as specifically provided in the Greenwich Street Custody Agreement, irrevocable, and (iii) the obligations of the Greenwich Street Affiliates hereunder and under the Greenwich Street Custody Agreement shall not be terminated by any act of the Greenwich Street Affiliates or by operation of law, whether upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of any of the Greenwich Street Affiliates. If any event shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder or if any of the Greenwich Street Affiliates shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of any of the Greenwich Street Affiliates shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder, the Warrants shall be exercised for the Additional Shares to be sold by the Greenwich Street Affiliates hereunder and certificates evidencing such Additional Shares shall be delivered to the Managers by the Custodian in accordance with the terms and conditions of this Agreement and the Greenwich Street Custody Agreement as if such dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not any Manager shall have received notice of such dissolution, winding up or distribution of assets or other event.

Agreements to Sell and Purchase. Upon Each of the terms Selling Stockholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholders at $9.12 a share (ithe “Purchase Price”) the Company agrees respective number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,200,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from such Seller at the Company and Share Offer Price (as defined below) the Selling Shareholders at a purchase price number of $[ ] per Share Firm Shares (subject to such adjustments to eliminate fractional shares as the “purchase price per Share”), Global Coordinators may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and subject to its terms and conditions, the Company and each such of the Selling Shareholder in Schedule II hereto. The Company hereby also Shareholders agrees to sell to the Underwritersseveral Underwriters the Additional Shares, 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 a one-time right to purchase, severally and not jointly, up to an aggregate of 1,406,250 Additional Shares at the right for Share Offer Price. If MSIL, after consultation with SBIL, elects to exercise such option on behalf of the Underwriters, MSIL shall so notify the Company and the Selling Shareholders in writing not later than 30 days from after the Closing Date, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased (the "OPTION CLOSING DATE"). Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Sharesuch notice. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase (a) first the number of Additional Shares to be purchased from the Company (subject to such adjustments to eliminate fractional shares as you the Global Coordinators may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by from the Underwriters Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares, and (b) then the number of remaining Additional Shares to be purchased from the Selling Shareholders (subject to such adjustments to eliminate fractional shares as the Global Coordinators may determine) that bears the same proportion to the total number of remaining Additional Shares to be purchased from the Selling Shareholders as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of the Global Coordinators on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, but no more (i) offer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of its common stock or any securities convertible into or exercisable or exchangeable for its common stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of its common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of common stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) transactions by any person other than oncethe Company relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) transfers of shares of common stock or other securities by any person other than the Company to the Company or any of its subsidiaries pursuant to any purchase rights under the Company's share purchase and share option plans, (E) the issuance by the Company of shares of its common stock to employees of the Company or its subsidiaries, or to subsidiaries of the Company, pursuant to its existing share purchase plans described in the Prospectus and (F) the grant of options to purchase shares of its common stock pursuant to its share option plan. In addition, each Selling Shareholder, agrees that, without the prior written consent of the Global Coordinators on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock, which consent is hereby given for any action taken in connection with its rights and obligations under the warrants registration rights agreement among the Company and The Chase Manhattan Bank, as Warrant Agent.

Agreements to Sell and Purchase. Upon The Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders Shareholder at a purchase price of $[ ] 49.2275 per Share share (the “purchase price per SharePurchase Price”), ) the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Shareholder as the number of Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Additional Shares on Schedule I. The Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Selling Shareholder at the public offering price of $50.75 a share (the “Public Offering Price”) the number of Firm Repurchase Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Repurchase Shares to be purchased sold by the Underwriters Selling Shareholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option On the basis of the representations and warranties contained in this Agreement, and subject to purchase its terms and conditions, the Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,216,748 Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.Purchase 18

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell to the several Underwriters, an aggregate of [ [·] Firm Shares, of which [·] shares are to be issued and sold by the Company and [·] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule II-A hereto. Each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Sellers at $[·] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Sellers as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, the Company and each Selling Stockholder named on Schedule II-B hereto severally agrees to sell to the Underwriters up to an aggregate of [·] Additional Shares, of which [·] shares are to be issued and sold by the Company and the number of shares set forth opposite such Selling Shareholders Stockholder’s name in such schedule are to be sold by such Selling Stockholder. The Underwriters, upon the basis of the representations and warranties herein contained and contained, but subject to all the terms conditions hereinafter stated, shall have the right to purchase, severally and conditions set forth hereinnot jointly, up to [·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Deutsche Bank on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, but no more (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than onceregistration statements on Form S-8 relating to the resale of shares issued by the Company upon exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Time of Sale Prospectus. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, provided that such option, warrant or security is identified in the Time of Sale Prospectus, (c) the issuance by the Company of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the stock-based compensation plans of the Company and its subsidiaries, provided that such plans are described in the Time of Sale Prospectus, (d) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of a third party or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement and (e) the entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, in each case with a third party, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (d) and (e), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (d) and (e) shall not exceed 10% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that any such securities issued pursuant thereto shall be subject to transfer restrictions substantially similar to those contained in Exhibit A, and the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without the prior written consent of Xxxxxx Xxxxxxx and Deutsche Bank.

Agreements to Sell and Purchase. Upon Each Seller, on the terms and subject to the conditions set forth stated herein, (i) the Company severally and not jointly, hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate basis of [ ] Firm Shares the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, each Selling Shareholder selling agrees, severally and not jointly, to purchase from such Seller at US$ per ADS (the “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional ADSs as the Representative may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm ADSs. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, a Selling Shareholder agrees to sell to the Underwriters the Additional ADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,800,000 Additional ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional ADSs shall be reduced by an amount per ADS equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm ADSs but not payable on such Additional ADSs. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional ADSs to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm ADSs nor later than ten business days after the date of such notice. Additional ADSs may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm ADSs. On each day, if any, that Additional ADSs are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional ADSs as you the Representative may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesADSs. The option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, but (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or ADSs, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary, ADSs or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs, or (4) publicly disclose the intention to make any such offer, pledge, sale or disposition, or enter into any such transaction, swap, hedge or other arrangement, or file any such registration statement. The restrictions contained in the preceding paragraph shall not apply to (a) the Offered Shares represented by ADSs to be sold hereunder, (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance of Ordinary Shares or the grant of options to purchase Ordinary Shares under any equity incentive plan, (d) transactions by a Selling Shareholder relating to Ordinary Shares, ADSs or other securities acquired in open market transactions after the completion of the offering of the Offered ADSs, provided that no more than oncefiling under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares, ADSs or other securities acquired in such open market transactions, (e) transfers by a Selling Shareholder of Ordinary Shares or ADSs as a bona fide gift, or (f) distribution by a Selling Shareholder of Ordinary Shares or ADSs to limited partners or shareholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (e) or (f), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares or ADSs, shall be required or shall voluntarily made in respect of the transfer or distribution during the 180-day restricted period. In addition, each Selling Shareholder, agrees that, without the prior written consent of the Representative on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any Ordinary Shares, ADSs or any security convertible into or exercisable or exchangeable for Ordinary Shares or ADSs. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent, registrar and Depositary against the transfer of any Ordinary Shares or ADSs held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representative of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] the Firm Shares to the several Underwriters and at a purchase price of $ per share (iithe “Purchase Price”) (with the Selling Shareholders agree to sell an aggregate exception of [ ] Firm Shares being resold by the Underwriters to RES in the Offering (the “RES Shares”), which shall be purchased by the Underwriters from the Company at a purchase price of $ per share (the “RES Purchase Price”)), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the Underwritersconditions herein set forth, each Selling Shareholder selling agrees, severally and not jointly, to purchase from the Company at the Purchase Price (with the exception of the RES Shares, which shall be purchased by the Underwriters from the Company at the RES Purchase Price) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Selling Shareholder’s name on Underwriter set forth in Schedule II I hereto. Upon Moreover, the Company hereby agrees to issue and sell up to Additional Shares to the Underwriters at the Purchase Price less an amount per share equal to any cash dividend payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares, and the Underwriters, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, shall have the right (but not the obligation) to purchase, severally and not jointly, up to the Additional Shares at the Purchase Price less an amount per share equal to any cash dividend payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $20.68 per share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Selling Shareholder at the Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters the Additional Shares, and (ii) the Selling Shareholders agree Underwriters shall have the right to sell purchase, severally and not jointly, up to 566,250 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an aggregate of [ ] amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the Underwriters, each Selling Shareholder selling date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given 16 |US-DOCS\140511620.6|| and may not be earlier than the closing date for the Firm Shares set forth opposite nor later than ten business days after the date of such Selling Shareholder’s name on Schedule II heretonotice. Upon the basis of the representationsAdditional Shares may be purchased as provided in Section 5 hereof. On each day, warranties and agreements of the Company and the Selling Shareholders herein contained and subject if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the each Selling Shareholders agree Stockholder agrees to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Underwriter the number of Firm Shares set forth opposite such Selling Shareholder’s Stockholder's name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders Stockholders 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 and the Selling Shareholders Stockholders, collectively, at a purchase price of $[ ] per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon on the terms and conditions herein set forth hereinforth, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] 2,000,000 Firm Shares to the several Underwriters and (ii) the Selling Shareholders agree Stockholders agree, severally and not jointly, to sell to the several Underwriters an aggregate of [ ] 3,000,000 Firm Shares to the UnderwritersShares, with each Selling Shareholder Stockholder selling the number of Firm Shares set forth opposite such Selling ShareholderStockholder’s name on Schedule II hereto, at a price of $37.1475 per share (the “Purchase Price”). Upon On the basis of the representations, warranties and agreements of herein contained, and upon the Company and the Selling Shareholders herein contained and terms but subject to all the terms and conditions herein set forth hereinforth, each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders Stockholders at a purchase price of $[ ] per Share (the “purchase price per Share”), Purchase Price the respective number of Firm Firms Shares set forth opposite the each Underwriter’s name of such Underwriter in on Schedule I hereto hereto. Moreover, certain of the Selling Stockholders hereby agree, severally and not jointly, to sell in the aggregate up to 750,000 Additional Shares to the Underwriters at the Purchase Price, with each Selling Stockholder selling the number of Additional Shares set forth opposite such Selling Shareholder in Stockholder’s name on Schedule II hereto, less an amount per share equal to any cash dividend payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days from (but not the date of the Prospectus obligation) to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriterpurchase, severally and not jointly, agrees up to 750,000 Additional Shares at the Purchase Price less an amount per share equal to any cash dividend payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. Jefferies may exercise this right on behalf of the Underwriters one time in whole or in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than five business days after the date of such notice. On the day, if any, that Additional Shares are to be purchased (the “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you Jefferies may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms Each Selling Shareholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue sell to the several Underwriters, and sell an aggregate each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from each Selling Shareholder, at a purchase price of $[ ] Firm Shares to per share (the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters“Purchase Price”), each Selling Shareholder selling the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each of the Selling Shareholder as set forth opposite their respective names in Schedule I hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Selling Shareholder’s Underwriter as set forth opposite the name on of such Underwriter in Schedule II heretohereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, each Selling Shareholder, severally and not jointly, hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,392,500 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company and each Selling Shareholder hereby agree that, without the prior written consent of Xxxxxx Xxxxxxx and Citigroup on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus (the “Lock-up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or to the extent disclosed in the Time of Sale Prospectus, but (c) the issuance by the Company of options or other stock-based compensation pursuant to equity compensation plans described in the Time of Sale Prospectus; provided that any officers or directors who are recipients thereof enter into lock-up agreements with the Underwriters in the form of Exhibit A hereto with respect to the remaining 90-day restricted period or any extension thereof or, in the case of the issuance of options, such options do not become exercisable during the 90-day restricted period or any extension thereof, (d) (X) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the 90-day restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the 90-day restricted period or (Y) the transfer of shares of Class A Common Stock executed under a trading plan by the undersigned pursuant to Rule 10b5-1 under the Exchange Act as existing on the date of this Agreement, (e) as consideration for bona fide acquisitions, the issuance by the Company of up to an aggregate 10% of the shares of Common Stock (as adjusted for stock splits, stock dividends and other similar events after the date hereof) issued and outstanding as of the date of such acquisition agreement (assuming all Series A Units then outstanding are exchanged for newly issued shares of Common Stock of the Company on a one for one basis), provided that in the case of this clause (e), upon of receipt of securities, each recipient of such securities issued pursuant thereto shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A with respect to the remaining 90-day restricted period or any extension thereof, and the filing of a registration statement with respect thereto, (f) the filing of one or more than onceregistration statements on Form S-8 with the Commission with respect to shares of Common Stock issued or issuable under any equity compensation plan, or (g) the issuance of Class A Common Stock (including the Shares), and the filing of one or more registration statements on Form S-1 with the Commission with respect to the issuance or resale of such shares of Class A Common Stock, pursuant to the Exchange Agreement described in the Prospectus provided that in the case of this clause (g), any officers, directors or Selling Shareholders who are recipients of such securities issued pursuant thereto shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A with respect to the remaining 90-day restricted period or any extension thereof. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, it will not, during the Lock-up Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock except as otherwise set forth herein. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Upon the terms Each Selling Unitholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate basis of [ ] Firm Shares the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, each agrees, severally and not jointly, to purchase from such Selling Shareholder selling Unitholder at $30.432 a share (the “Purchase Price”) the number of Firm Shares Units (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Units to be sold by such Selling Unitholder as the number of Firm Units set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Units. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions conditions, each Selling Unitholder, severally and not jointly, hereby agrees to sell to the Underwriters at the Purchase Price, and the Underwriters shall have the right to purchase at the Purchase Price, severally and not jointly, up to the number of Additional Units (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Units to be sold by such Selling Unitholder as the number of Additional Units set forth hereinin Schedule II hereto opposite the name of such Underwriter bears to the total number of Additional Units. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Units nor later than ten business days after the date of such notice. Additional Units may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Units. On each day, if any, that Additional Units are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares Units to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares Units set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesUnits. The option to purchase Additional Shares may be exercised at any time within 30 Partnership hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, but no more than once(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Units or any securities convertible into or exercisable or exchangeable for Common Units; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering for the Partnership’s own account of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units. The restrictions contained in the preceding paragraph shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the filing of any registration statements by us for the benefit of any unitholder pursuant to any registration obligations existing on the date hereof; or (d) the issuance or registration by the Partnership of Common Units or any securities convertible into or exercisable or exchangeable for Common Units to officers, directors, employees or consultants pursuant to any employee benefit plan in existence on the date hereof.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders each Seller at a purchase price of U.S. $[ ] _____ per Share share (the “purchase price per Share”), "Purchase Price") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller hereunder as the number of Firm Shares set forth in Schedules II and III hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such Selling Shareholder in Schedule II hereto. The subject to its terms and conditions, the Company hereby also agrees to sell to the Underwriters, and, upon the basis U.S. Underwriters up to 2,325,000 Additional Shares and each Selling Stockholder who has a number of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions Additional Shares set forth hereinin Schedule II opposite such Selling Stockholder's name on such Schedule (an "Overallotment Selling Stockholder") agrees, severally and not jointly, to sell to the U.S. Underwriters such number of Additional Shares (with the aggregate of all Additional Shares to be sold by all Overallotment Selling Stockholders to be ________ Additional Shares), and the U.S. Underwriters shall have a one-time right to purchase, severally and not jointly, up to _________ Additional Shares, at the right for Purchase Price. If you, on behalf of the U.S. Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days from after the date of this Agreement, at One Xxxxxxxxxx Xxx, Xxxxxx, Xxxxxxxx 00000, Xxtention: Chief Financial Officer, which notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares at a purchase price equal to be purchased by the purchase price per ShareU.S. Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterU.S. Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of U.S. Firm Shares set forth in Schedule II hereto opposite the name of such U.S. Underwriter in Schedule I hereto bears to the total number of U.S. Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date If less than all of the Prospectus, but no more than once.such

Agreements to Sell and Purchase. Upon The Company and the terms and conditions Selling Shareholders (as set forth hereinon Schedule II hereof under the heading "Firm Shares") hereby agree, (i) severally and not jointly, to sell the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwritersand, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] _____ per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 11 hereof). The Company and each the Selling Shareholders named in Schedule II under the heading "Additional Shares" hereby also agree, severally and not jointly, to sell to the Underwriters the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as, in the case of a Selling Shareholder, the number of Additional Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell hereto under the heading "Additional Shares", and in the case of the Company, 245,656 Additional Shares, bears to the Underwriters, and, upon total number of Additional Shares. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [ ] 245,656 Additional Shares and from certain of the Selling Shareholders (in accordance with Schedule II hereof under the heading "Additional Shares") up to 20,223 Additional Shares, in each case at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 11 hereof) bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein covenants contained in this Agreement, and subject to all the terms and conditions set forth contained herein, the Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the aggregate number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto, subject to adjustment in Schedule I hereto and each such Selling Shareholder accordance with Section 7 hereof, at a purchase price of $[ ] per share. The initial public offering price of the Shares is not in Schedule II heretoexcess of the price recommended by XX Xxxxx & Co., LLC, acting in its capacity as a "qualified independent underwriter" within the meaning of Rule 2720 ("RULE 2720") of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the "QIU"). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine; provided that, in the event the public offering price is increased, such public offering price is not in excess of the price recommended by the QIU. In addition, the Company hereby also agrees to sell grants to the Underwritersseveral Underwriters the option to purchase, and, and upon the basis of the representations, warranties and agreements of the Company herein contained covenants, and subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days to purchase, severally and not jointly, from the date Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares as may be purchased solely for the purpose of covering necessary to cover over-allotments, if any, allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. If This option may be exercised by the Representatives together, on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be purchaseddelivered (such date and time being herein referred to as the "additional time of purchase"); provided, each Underwriterhowever, severally and that the additional time of purchase shall not jointly, agrees to be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares (subject to such adjustments as you may determine be sold to avoid fractional shares) that each Underwriter shall be the number which bears the same proportion to the total aggregate number of Additional Shares to be being purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I A hereto bears to the total number of Firm Shares. The option Shares (subject, in each case, to purchase Additional Shares such adjustment as you may be exercised at any time within 30 days after the date of the Prospectusdetermine to eliminate fractional shares), but no more than oncesubject to adjustment in accordance with Section 7 hereof.

Agreements to Sell and Purchase. Upon the terms The Company and conditions set forth hereineach Selling Shareholder, (i) the Company severally and not jointly, hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the several Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares ADSs set forth opposite such Selling Shareholder’s its name on in Schedule II I hereto. Upon , and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Shareholders Shareholder, at $______ a purchase price of $[ ] per Share share (the “purchase price per SharePurchase Price”), the number of Firm Shares ADSs that bears the same proportion to the number of Firm ADSs to be sold by the Company and the Selling Shareholder as the number of Firm ADSs set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such subject to its terms and conditions, the Selling Shareholder in Schedule II hereto. The Company Shareholders, severally and not jointly, hereby also agrees agree to sell to the Underwriters, and, upon Underwriters the basis maximum number of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions Additional ADSs set forth hereinopposite its name in Schedule I hereto, and the Underwriters shall have the right for to purchase, severally and not jointly, up to [·] Additional ADSs at the Purchase Price. No dividends shall be declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days from after the date of this Agreement. To the Prospectus extent that the Representatives exercise this right on behalf of the Underwriters from time to purchase from time in part, each Selling Shareholder and the Company up Underwriters agree that the number of Additional ADS to [ ] be sold by such Selling Shareholder on each day, if any, that Additional Shares at a purchase price equal ADSs are to be purchased (an “Option Closing Date”) shall be in the same proportion as the number of Firm ADSs to be sold by such Selling Shareholder as set forth opposite its name in Schedule I hereto bears to the total number of Firm ADSs (subject to such adjustments to eliminate fractional shares as the Representatives may determine). Any exercise notice shall specify the number of Additional ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase price per Sharedate must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm ADSs nor later than ten business days after the date of such notice. The Additional Shares ADSs may be purchased as provided in this Section 3 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SharesADSs. If any Additional Shares are to be purchasedOn each Option Closing Date, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than onceADSs.

Agreements to Sell and Purchase. Upon Each of the terms Selling Stockholders agrees, severally and conditions set forth hereinnot jointly, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase at $30.91162 a share (iithe “Purchase Price”) from each of the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholders the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule I hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Selling Shareholder’s Underwriter as set forth opposite the name on of such Underwriter in Schedule II heretohereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule I hereto, to sell, to the Underwriters the Additional Shares, and the Underwriters shall have the option to purchase, severally and not jointly, up to 1,200,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Shareholders herein contained Stockholders not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares to be sold by each Selling Stockholder as set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shareshereto. The option to purchase Additional Shares may be exercised at any time within 30 Company also agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or publicly disclose the intention to do any such transaction described in (1), (2) or (3) above. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise, vesting or settlement (including any “net” or “cashless” exercises or settlements) of an option, restricted stock unit or the conversion or exchange of a security outstanding on the date hereof as described in each of the Time of Sale Prospectus and Prospectus, but (c) the grant of options, restricted stock units or any other type of equity award described in the Prospectus, or the issuance of shares of Common Stock by the Company (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (d) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Time of Sale Prospectus, (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period or (f) the sale or issuance of or entry into an agreement to sell or issue Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock in connection with one or more than oncemergers; acquisitions of securities, businesses, property or other assets, products or technologies; joint ventures; commercial relationships or other strategic corporate transactions or alliances; provided that the aggregate amounts of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (on an as-converted, as-exercised or as-exchanged basis) that the Company may sell or issue or agree to sell or issue pursuant to this paragraph shall not exceed 5% of the total number of shares of Common Stock of the Company issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further that each recipient of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to this clause (f) shall execute a lock-up agreement substantially in the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $21.01 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Non-Management Selling Shareholder agrees to sell to the Underwriters up to such number of Additional Shares set forth opposite such Non-Management Selling Shareholder’s name on in Schedule II hereto. Upon II-A hereto under the basis heading “Additional Shares” (each Non-Management Selling Shareholder selling such number of Additional Shares equal to the representationsproduct obtained by multiplying (i) the total number of Additional Shares for which the Underwriters exercise their option pursuant to this Section 3 and (ii) a fraction, warranties the numerator of which is the number of Additional Shares set forth opposite such Non-Management Selling Shareholder’s name in Schedule II-A hereto under the heading “Additional Shares” and agreements the denominator of which is the total number of Additional Shares), and the Underwriters shall have the right to purchase, severally and not jointly, from the Non-Management Selling Shareholders up to an aggregate of 770,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon If GE executes, delivers and performs its obligations pursuant to the terms and conditions set forth hereinExchange Agreement prior to the Closing Date (including, (i) for the Company avoidance of doubt, all payments to the Selling Stockholder required pursuant to the Exchange Agreement), the Selling Stockholder hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Stockholder at a purchase price of $[ ] 80.6050 per Share (the “purchase price per SharePurchase Price”), ) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) determined by multiplying the aggregate number of Firm Shares to be sold by the Selling Stockholder 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 I hereto and each such the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Selling Shareholder Stockholder hereunder. On the basis of the representations and warranties contained in Schedule II hereto. The Company hereby also this Agreement, and subject to its terms and conditions, the Selling Stockholder agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriterpurchase, severally and not jointly, agrees at the Purchase Price up to the applicable number of Additional Shares, if any, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Stockholder not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be sold by the Selling Stockholder, if any, to each Underwriter shall be determined by multiplying the aggregate number of Additional Shares to be sold by the Selling Stockholder, if any, by a fraction, the numerator of which is the aggregate number of Additional Shares to be purchased by such Underwriter and the denominator of which is the aggregate number of Additional Shares to be purchased by all the Underwriters from the Selling Stockholder pursuant to the exercise notice. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option Any such election to purchase Additional Shares may shall be exercised at any time within 30 made in proportion to the maximum number of Additional Shares to be sold by the Selling Stockholder. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the ProspectusProspectus (the “Restricted Period”), but no more than once(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any class of stock of the Company (collectively, the “Restricted Securities”) or any other securities convertible into or exercisable or exchangeable for any Restricted Securities; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Restricted Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Restricted Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities or any securities convertible into or exercisable or exchangeable for any Restricted Securities or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold by the Selling Stockholder hereunder, (b) the issuance by the Company of shares of Common Stock upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement, (c) the issuance by the Company of options to purchase shares of Common Stock and other equity incentive compensation, including restricted stock or restricted stock units, under stock option or similar plans described in the Time of Sale Prospectus or under stock option or similar plans of companies acquired by the Company in effect as of the date of this Agreement, (d) any shares of Common Stock issued upon the exercise of options granted under such stock option or similar plans described in the Time of Sale Prospectus or under stock option or similar plans of companies acquired by the Company in effect on the date of this Agreement, (e) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to the terms of such stock option or similar plans, or (f) the issuance by the Company of Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of Common Stock the Company may issue or agree to issue pursuant to this clause (f) during the Restricted Period shall not exceed 5% of the total number of shares of Common Stock issued and outstanding on the closing date of the offering of the Shares and provided further that, in the case of any issuance pursuant to this clause (f), any recipient of shares of Common Stock shall have executed and delivered to the Representatives a lock-up agreement in the forms attached as Exhibit A hereto.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein covenants contained in this Agreement, and subject to all the terms and conditions set forth contained herein, the Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the aggregate number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto, subject to adjustment in Schedule I hereto and each such Selling Shareholder accordance with Section 7 hereof, at a purchase price of $48.50 per share. The initial public offering price of the Shares is not in Schedule II heretoexcess of the price recommended by UBS Warburg LLC, acting in its capacity as a "qualified independent underwriter" within the meaning of Rule 2720 ("RULE 2720") of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the "QIU"). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine; provided that, in the event the public offering price is increased, such public offering price is not in excess of the price recommended by the QIU. In addition, the Company hereby also agrees to sell grants to the Underwritersseveral Underwriters the option to purchase, and, and upon the basis of the representations, warranties and agreements of the Company herein contained covenants, and subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days to purchase, severally and not jointly, from the date Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares as may be purchased solely for the purpose of covering necessary to cover over-allotments, if any, allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. If This option may be exercised by UBS Warburg LLC, acting in its capacity as an underwriter and not in its capacity as the QIU ("UBS WARBURG") and Salomon Smith Barney Inc. ("SALOMON") together, on behalf of the sevxxxx Xxxxxxxxtxxx xx any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be purchaseddelivered (such date and time being herein referred to as the "additional time of purchase"); provided, each Underwriterhowever, severally and that the additional time of purchase shall not jointly, agrees to be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares (subject to such adjustments as you may determine be sold to avoid fractional shares) that each Underwriter shall be the number which bears the same proportion to the total aggregate number of Additional Shares to be being purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I A hereto bears to the total number of Firm Shares. The option Shares (subject, in each case, to purchase Additional Shares such adjustment as you may be exercised at any time within 30 days after the date of the Prospectusdetermine to eliminate fractional shares), but no more than oncesubject to adjustment in accordance with Section 7 hereof.

Agreements to Sell and Purchase. Upon The Selling Stockholder hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the Selling Stockholder at $10.8808 per share (ithe “Purchase Price”) the Company agrees respective number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) be sold by the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon Substantially concurrently with, and subject to, the sale of the Firm Shares to the Underwriters pursuant to this Agreement, the Underwriters, severally and not jointly, hereby agree to sell to the Company, and the Company agrees to purchase from the Underwriters, that number of Repurchase Shares equal to the proportion by which the number of Firm Shares set forth in Schedule II opposite the name of such Underwriter bears to the total number of Firm Shares at a price per share equal to the Purchase Price. On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,100,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions set forth hereinhereof, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, at a price of $_____ per Share (the "Purchase Price"), Four Hundred Seventy-One Thousand, Four Hundred and Four (471,404) newly issued Firm Shares, (ii) each Selling Shareholder selling Stockholder agrees to sell to the Underwriters, at the Purchase Price, the number of Firm Shares set forth opposite next to such Selling Shareholder’s Stockholder's name on Schedule II hereto. Upon the basis of the representations, warranties I; and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Stockholders, at a purchase price of $[ ] per Share (the “purchase price per Share”)Purchase Price, the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The number of Firm Shares to be purchased by each Underwriter from the Company hereby also and each Selling Stockholder shall be as nearly as practicable in the same proportion as the number of Firm Shares being sold by the Company and each Selling Stockholder bears to the total number of Firm Shares to be sold hereunder. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions hereof, (i) the Company agrees to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to Two Hundred Forty Thousand (240,000) Additional Shares; and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, (ii) the Underwriters shall have the right for 30 days to purchase, severally and not jointly, from the date of the Prospectus time to purchase from the Company time, up to [ ] an aggregate of Two Hundred Forty Thousand (240,000) Additional Shares at a purchase price equal to the purchase price per SharePurchase Price. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto II bears to the total number of Firm Shares. The For a period of 12 months from the date this Agreement becomes effective, the Company covenants and agrees that it will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that this clause shall not apply to the transactions expressly contemplated by this Agreement or the granting of options to purchase Additional Shares may be exercised at any time within 30 days after shares of Common Stock to the Company's directors and employees pursuant to the exercise of options under the 1992 Non-Employee Directors Stock Option Plan or the 1992 Employee Stock Option Plan (collectively, the "Option Plans"). For a period of 12 months from the date this Agreement becomes effective, the Company covenants and agrees that it will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the ProspectusUnderwriters, but no more than oncefile a registration statement relating to shares of capital stock (including the Common Stock) or securities convertible into or exercisable or exchangeable for, capital stock, or warrants, options or rights to purchase or acquire, capital stock, with the exception of the filing of Registration Statements on Form S-8 with respect to the Option Plans. For a period of 12 months from the date this Agreement becomes effective, each Selling Stockholder covenants and agrees that such Selling Stockholder will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that this clause shall not apply to the transactions expressly contemplated by this Agreement or to transfers of Common Stock to partnerships, limited liability companies, trusts or similar entities organized for the exclusive benefit of family members of Selling Stockholders for financial and estate planning purposes so long as any transferee that receives Common Stock as a result of such transfer shall agree upon such transfer to be bound by the terms of this paragraph and shall be capable of being so bound.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[·] a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon the basis of the representationsrepresentations and warranties herein contained, warranties but subject to the conditions hereinafter stated, each Seller, severally and agreements not jointly, agrees to sell to the several Underwriters, and the Underwriters shall have the right, severally and not jointly, to purchase from the Seller at the Purchase Price up to the number of Additional Shares set forth in Schedule I hereto under the column titled “Number of Additional Shares to be Sold.”, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased, and the number of Additional Shares to be sold by each Seller on any such date shall bear the same proportion that the maximum number of Additional Shares to be sold by each Seller as set forth in Schedule I hereto bears to the aggregate maximum number of all Additional Shares to be sold (subject to all such adjustments to eliminate fractional shares as you may determine). Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than five business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of stock options, restricted stock, restricted stock units or other equity awards pursuant to the Company’s equity incentive plans provided that such equity incentive plans are described in the Time of Sale Prospectus, but no (c) the issuance of any shares of Common Stock upon the exercise of an option or the conversion of a security outstanding as of the date hereof or issued after the date hereof pursuant to any equity incentive plans, (d) the issuance by the Company of shares of Common Stock upon the exercise of any warrant or the conversion of a security outstanding on the date hereof, (e) the issuance by the Company of securities (and the agreement that provides for the issuance of such securities), or public announcement thereof, in full or partial consideration of one or more than oncefuture acquisitions or strategic investments, or the filing of a registration statement on Form S-4 under the Securities Act related thereto; provided that in the case of clauses (e), the number of shares of Common Stock issued or issuable pursuant to such clause shall not, in the aggregate, exceed 10% of the number of Shares of Common Stock outstanding as of [·], 2011. If Xxxxxx Xxxxxxx and X.X. Xxxxxx Securities LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least five full business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Securities set forth hereinin Schedule I hereto opposite its name. The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be $5.405 a share (the “Purchase Price”) and the purchase price per Pre-Funded Warrant to be paid by the several Underwriters to the Company equals the Purchase Price minus $0.0001 (the “Warrant Purchase Price”); provided that an aggregate of 2,317,787 Firm Shares and 11,595,256 Pre-Funded Warrants (the “Indication of Interest Securities”) proposed to be sold by the Underwriters to entities affiliated with the Company’s 5% stockholders affiliated with its directors shall be purchased at the Public Offering Price and the Public Offering Price per Warrant, (i) respectively. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters the Additional Shares, and (ii) the Selling Shareholders agree Underwriters shall have the right to sell purchase, severally and not jointly, up to 2,608,800 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an aggregate of [ ] amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the Underwriters, each Selling Shareholder selling date of this Agreement. Any exercise notice shall specify the number of Firm Additional Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon to be purchased by the basis of the representations, warranties and agreements of the Company Underwriters and the Selling Shareholders herein contained date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and subject may not be earlier than the closing date for the Firm Securities or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof. On each day, if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the aggregate number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Company Shares to the Underwriters, and each Selling Shareholder selling Shareholder, severally and not jointly, hereby agrees to sell to the Underwriters the number of Firm Shareholder Shares set forth opposite such Selling Shareholder’s 's name on Schedule II hereto. Upon Each of the Underwriters, upon the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, each Underwriter agrees, severally and not jointly, to purchase from the Company and the such Selling Shareholders at a purchase price per share of $[ ] per Share _____ (the “purchase price per Share”"Purchase Price"), the respective number of Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Shareholders as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I hereto bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each such Selling Shareholder in Schedule II hereto. The Company hereby also Shareholder, severally and not jointly, agrees to sell to the Underwriters, and, upon Underwriters the basis of Option Shares held by such Selling Shareholders which the representations, warranties Underwriters have exercised their option to purchase and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days to purchase, severally and not jointly, up to 480,000 Option Shares from the date 3 UNTERBERG HARRIS WHEAT FIRST BUTCHER SINGER As Representatives of the Prospectus several underwriters November __, 1997 Page 3 Selling Shareholders at the Purchase Price. Each Selling Shareholder shall sell the number of Option Shares the Underwriters have exercised their option to purchase from (subject to such adjustments to eliminate fractional shares as the Company Representatives may determine) up to [ ] Additional the number of Option Shares at a purchase price equal to set forth opposite the purchase price per Sharename of such Selling Shareholder on Schedule II. The Additional Option Shares may be purchased solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Option Shares in whole or in part from time to time by giving written notice thereof to each of the Selling Shareholders within 30 days after the date of the Prospectus. The Representatives shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Option Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given, and (iii) unless otherwise agreed to by the Selling Shareholders, no earlier than two business days after such notice has been given. If any Additional Option Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholders the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that which bears the same proportion to the total number of Additional Option Shares to be purchased by the Underwriters have exercised their option to purchase from the Selling Shareholders as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 statement on Form S-8 under the Act until 90 days after the date Effective Date. In addition, the Company agrees to use its best efforts to cause each of the Prospectusdirectors, but no more than onceexecutive officers and shareholders of the Company listed on Annex I hereto to sign the Lock-Up Agreement.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at a purchase price of $[ ] __________ per Share share (the “purchase price per Share”), "Purchase Price") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such Selling Shareholder in Schedule II hereto. The subject to its terms and conditions, the Company hereby also agrees to sell to the UnderwritersUnderwriters the Additional Shares, 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 a one-time right to purchase, severally and not jointly, up to __________ Additional Shares at the right for Purchase Price. [Note that the apportionment of the Additional Shares among the Company and the Selling Shareholders has yet to be determined] If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days from after the date of this Agreement, which notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares at a purchase price equal to be purchased by the purchase price per ShareUnderwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, but no more (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than oncethe Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares or (D) grants of options to purchase shares of Common Stock pursuant to the Company's equity-based compensation plan described in the Prospectus, provided that such options are not exercisable within such 90 day period. In addition, each Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company DCEO hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at $______ a purchase price of $[ ] per Share share (the “purchase price per Share”), "PURCHASE PRICE") the respective number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter Underwriter. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such Selling Shareholder in Schedule II hereto. The Company hereby also subject to its terms and conditions, DCEO agrees to sell to the Underwriters, and, upon the basis of the representations, warranties Underwriters up to 300,000 Additional Shares and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 300,000 Additional Shares at the right for Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify DCEO in writing not later than 30 days from after the date of this Agreement, which notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares at a purchase price equal to be purchased by the purchase price per ShareUnderwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from DCEO the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Each of the Company, DCEO and DuPont hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, but no more (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) transactions by any person other than oncethe Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares or (D) the grant by the Company of options to purchase shares of Common Stock or the issuance by the Company of shares of Common Stock under the Company's 1997 Stock Option and Restricted Stock Plan, Amended Bonus Plan or Second Amended and Restated Non-Employee Director Stock Option Plan. In addition, each of DCEO and DuPont agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon Pursuant to the Underwriting Agreement, each Selling Shareholder, severally and not jointly, has agreed to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties contained in this Agreement and the Underwriting Agreement, but subject to the terms and conditions set forth herein, (i) the Company agrees to issue hereinafter stated and sell an aggregate of [ ] Firm Shares pursuant to the Underwriters Underwriting Agreement, has agreed, severally and (ii) the Selling Shareholders agree not jointly, to sell an aggregate of [ ] Firm Shares to the Underwriters, each purchase from such Selling Shareholder selling at $[•] per ADS (the “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional ADSs as the Representatives may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Selling Shareholder as the number of Firm ADSs set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm ADSs. Upon Pursuant to the Underwriting Agreement, on the basis of the representations, representations and warranties and agreements of the Company contained in this Agreement and the Selling Shareholders herein contained Underwriting Agreement, and subject to all the terms and conditions set forth hereinstated in this Agreement and the Underwriting Agreement, the Selling Shareholders have also severally agreed to sell to the Underwriters on a pro rata basis the Additional ADSs, and the Underwriters have the right to purchase, severally and not jointly, up to [•] Additional ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional ADSs shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. Pursuant to the Underwriting Agreement, the Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm ADSs or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of ADSs in excess of the number of the Firm ADSs. On each day, if any, that Additional ADSs are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional ADS as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than onceADSs.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $o a share (ithe "PURCHASE PRICE") the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, the Company and each of the Selling Shareholders named in Schedule I hereto agrees, severally and not jointly, to sell to the Underwriters its respective Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, the Additional Shares at the Purchase Price. The maximum number of Company Additional Shares that the Company agrees to sell is 719,068, and the maximum number of Shareholder Additional Shares which each such Selling Shareholder agrees to sell is set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Shareholders herein contained who are offering Shareholder Additional Shares not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased, and any such notices shall specify a number of Additional Shares to be sold by the terms and conditions Company or such Selling Shareholder, as the case may be, that bears the same proportion to the total number of Additional Shares as the number of Company Additional Shares or Shareholder Additional Shares set forth hereinin Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Additional Shares. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, but (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, or (3) enter into any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the common stock, whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (4) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option, share appreciation right or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) transactions by a Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no more than oncefiling under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (e) distributions by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period. In addition, each Selling Shareholder agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] the Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwritersand, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ [______] per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] the Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once. No Additional Shares will be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at $______ a purchase price of $[ ] per Share share (the “purchase price per Share”), "PURCHASE PRICE") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Company Additional Shares, and each Selling Stockholder agrees to sell to the Underwriters the number of Additional Shares set forth with respect to such Selling Stockholder on Schedule I hereto, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares, at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, Closing Date (as defined below) but no more than once.not earlier

Agreements to Sell and Purchase. Upon the terms (a) Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the several Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II hereto. Upon Seller, and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $ [ ● ] per share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and agreements subject to its terms and conditions, each Seller, severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares that bears the same proportion to the total number of Additional Shares to be purchases as the number of Firm Shares sold by such Selling Shareholder as set forth on Schedule I hereto to the total number of Firm Shares purchased, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ● ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxxxxx LLC on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Common Stock, (c) the issuance of Common Stock upon exercise of options, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus provided that each holder shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (d) the issuance and sale of Common Stock, or any securities convertible into, or exercisable, or exchangeable for, Common Stock, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but no more than onceprovided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (e) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission, and (f) the issuance of Common Stock in connection with the acquisition of another company, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto and provided further, that the number of shares of Common Stock issued pursuant to this clause (f) shall not exceed 5% of the shares of Common Stock then outstanding. If Xxxxxx Xxxxxxx and Xxxxxxxxx LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6 (g) hereof for a stockholder, officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] the Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwritersand, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] ______ per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each (or such Selling Shareholder in Schedule II heretonumber of Firm Shares as adjusted pursuant to Section 10 hereof). The Company hereby also agrees to sell up to 300,000 Additional Shares to the Underwriters, 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 for 30 days from the date of the Prospectus this Agreement to purchase from the Company up to [ ] 300,000 Additional Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters sold as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total (or such number of Firm Shares. The option Shares as adjusted pursuant to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than onceSection 10 hereof) bears to 2,000,000.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein covenants contained in this Agreement, and subject to all the terms and conditions set forth contained herein, the Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the aggregate number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto, subject to adjustment in Schedule I hereto and each such Selling Shareholder in Schedule II heretoaccordance with Section 7 hereof, at a purchase price of $7.9265 per share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby also agrees to sell grants to the Underwritersseveral Underwriters the option to purchase, and, and upon the basis of the representations, warranties and agreements of the Company herein contained covenants, and subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days to purchase, severally and not jointly, from the date Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares as may be purchased solely for the purpose of covering necessary to cover over-allotments, if any, allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. If This option may be exercised by UBS Warburg LLC ("UBS WARBURG") and Salomon Smith Barney Inc. ("SALOMON") together, on behalf of the sevxxxx Xxxxxxxxtxxx xx any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be purchaseddelivered (such date and time being herein referred to as the "additional time of purchase"); provided, each Underwriterhowever, severally and that the additional time of purchase shall not jointly, agrees to be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares (subject to such adjustments as you may determine be sold to avoid fractional shares) that each Underwriter shall be the number which bears the same proportion to the total aggregate number of Additional Shares to be being purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I A hereto bears to the total number of Firm Shares. The option Shares (subject, in each case, to purchase Additional Shares such adjustment as you may be exercised at any time within 30 days after the date of the Prospectusdetermine to eliminate fractional shares), but no more than oncesubject to adjustment in accordance with Section 7 hereof.

Agreements to Sell and Purchase. Upon The Company and the terms Selling Stockholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, severally and not jointly, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Stockholder, at a purchase price of $[ ] 15.9375 per Share share (the “purchase price per SharePurchase Price”), ) such number of Shares equal to the number of Firm Shares set forth in Schedule II opposite the name of the Company or the Selling Stockholder, as the case may be, multiplied by the quotient of the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter divided by the total number of the Firm Shares, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 12 hereof, bears to the total number of Firm Shares, subject, in Schedule I hereto each case, to such adjustments among the Underwriters as the Managers shall make to eliminate any sales or purchase of fractional securities. On the basis of the representations and each such warranties contained in this Agreement, and subject to its terms and conditions, the Company and the Selling Shareholder in Schedule II hereto. The Company hereby also agrees Stockholder agree to sell to the UnderwritersUnderwriters the Additional Shares, 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriterpurchase, severally and not jointly, agrees up to 794,117 Additional Shares at the Purchase Price, 50% of which shall be sold by the Company and 50% of which shall be sold by the Selling Stockholder. The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the next succeeding business day. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice; provided, however, that solely with respect to an Additional Share exercise notice that is delivered prior to the Initial Closing Date (as defined below), the related purchase date must be at least one business day after the written notice is given. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) from each Seller that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ [•] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ [•] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Each of the Company and the Selling Stockholders, severally and not jointly, hereby also agrees agree to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [ ] the Company Additional Shares and from the Selling Stockholders the Selling Stockholder Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. In the event that the Underwriters exercise their full option to purchase Additional Shares, the number of Additional Shares to be sold by each of the Company and each Selling Stockholder shall be as set forth on Schedule II hereto. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the Company will sell a pro rata portion of the Company Additional Shares and the Selling Stockholders will sell a pro rata portion of the Selling Stockholder Shares; and further, each Selling Stockholder will sell Selling Stockholder Shares in the relative percentages indicated on Schedule II hereto. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon The Company and the terms Selling Stockholders (in accordance with Schedule II hereof) hereby agree, severally and conditions set forth hereinnot jointly, (i) to sell the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwritersand, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders Stockholders 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 and the Selling Shareholders Stockholders at a purchase price of $[ ] _____ per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each (or such Selling Shareholder in Schedule II heretonumber of Firm Shares as adjusted pursuant to Section 11 hereof). The Company hereby also agrees to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [ ] _______ Additional Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 11 hereof) bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $11.25 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and be sold by such Seller (iias provided in Schedule I) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, each Selling Shareholder, as and to the extent provided in Schedule I, agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 3,000,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and contained, but subject to all the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell 2,750,000 Firm Shares, and the Selling Shareholder agrees to sell 960,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), Shareholder the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto I-A. The purchase price for each Firm Share shall be $5.376 per share (the “Purchase Price”). The obligation of each Underwriter to each of the Company and the Selling Shareholders shall be to purchase from each of the Company and the Selling Shareholders that number of Firm Shares (to be adjusted by the Manager to avoid fractional shares) that represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Selling Shareholders pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Selling Shareholder Underwriter in Schedule II heretoI-A represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. The In making this Agreement, each Underwriter is contracting severally and not jointly. Moreover, the Company hereby also agrees to issue and sell up to 556,500 Additional Shares to the Underwriters at the Purchase Price, and the Underwriters, and, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for (but not the obligation) to purchase, severally and not jointly, up to the Additional Shares at the Purchase Price. The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days from after the date of this Agreement. Any exercise notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at a purchase price equal to least one business day after the purchase price per Sharewritten notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in this Section 3 solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Manager may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I-A hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon If GE executes, delivers and performs its obligations pursuant to the terms and conditions set forth hereinExchange Agreement prior to the Closing Date (including, (i) for the Company avoidance of doubt, all payments to the Selling Stockholder required pursuant to the Exchange Agreement), the Selling Stockholder hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Stockholder at a purchase price of $[ ] 87.27 per Share (the “purchase price per SharePurchase Price”), ) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) determined by multiplying the aggregate number of Firm Shares to be sold by the Selling Stockholder 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 I hereto and each such the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Selling Shareholder Stockholder hereunder. On the basis of the representations and warranties contained in Schedule II hereto. The Company hereby also this Agreement, and subject to its terms and conditions, the Selling Stockholder agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriterpurchase, severally and not jointly, agrees at the Purchase Price up to the applicable number of Additional Shares, if any, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Stockholder on or before March 26, 2024. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be sold by the Selling Stockholder, if any, to each Underwriter shall be determined by multiplying the aggregate number of Additional Shares to be sold by the Selling Stockholder, if any, by a fraction, the numerator of which is the aggregate number of Additional Shares to be purchased by such Underwriter and the denominator of which is the aggregate number of Additional Shares to be purchased by all the Underwriters from the Selling Stockholder pursuant to the exercise notice. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than two business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option Any such election to purchase Additional Shares may shall be exercised at made in proportion to the maximum number of Additional Shares to be sold by the Selling Stockholder. The Company hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, it will not, during the period ending on May 13, 2024 (the “Restricted Period”), (a) offer, pledge, sell, contract to sell, sell any time within 30 days after option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any class of stock of the Company (collectively, the “Restricted Securities”) or any other securities convertible into or exercisable or exchangeable for any Restricted Securities; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Restricted Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Restricted Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities or any securities convertible into or exercisable or exchangeable for any Restricted Securities or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold by the Selling Stockholder hereunder, (b) the issuance by the Company of shares of Common Stock upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement, (c) the Prospectusissuance by the Company of options to purchase shares of Common Stock and other equity incentive compensation, but no more than onceincluding restricted stock or restricted stock units, under stock option or similar plans described in the Time of Sale Prospectus or under stock option or similar plans of companies acquired by the Company in effect as of the date of this Agreement, (d) any shares of Common Stock issued upon the exercise of options granted under such stock option or similar plans described in the Time of Sale Prospectus or under stock option or similar plans of companies acquired by the Company in effect on the date of this Agreement, (e) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to the terms of such stock option or similar plans, or (f) the issuance by the Company of Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the aggregate number of shares of Common Stock the Company may issue or agree to issue pursuant to this clause (f) during the Restricted Period shall not exceed 5% of the total number of shares of Common Stock issued and outstanding on the closing date of the offering of the Shares and provided further that, in the case of any issuance pursuant to this clause (f), any recipient of shares of Common Stock shall have executed and delivered to the Representative a lock-up agreement in the forms attached as Exhibit A hereto.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number respective numbers of Firm Shares set forth in Schedule I hereto opposite such Selling Shareholderits name at $[●] per share (the “Purchase Price”). In addition, excluding any Shares sold by the Underwriters to members of the Board of Directors, to the Investment Adviser, to the Investment Adviser’s name affiliates, to employees of the Investment Adviser and its affiliates and to the persons listed on Schedule II heretoV in connection with the sale of up to [●] Firm Shares, the Investment Adviser agrees to pay the Representative, or to cause an affiliate of the Investment Adviser to pay the Representative, for the account of the Underwriters, an amount equal to $[●] per share for each Firm Share purchased by the Underwriters (the “Firm Shares Investment Adviser Payment”), and in connection with the sale of the Additional Shares, the Investment Adviser agrees to pay to the Representative, or to cause an affiliate of the Investment Adviser to pay the Representative, for the account of the Underwriters, an amount equal to $[●] per share for each Additional Share purchased by the Underwriters (the “Additional Shares Investment Adviser Payment”). Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to sell to the Underwriters the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [●] Additional Shares at the Purchase Price. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date, if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at a purchase price of $[ ] per Share a share (the “purchase price per SharePurchase Price”), ) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such subject to its terms and conditions, the Selling Shareholder in Schedule II hereto. The Company hereby also agrees Shareholders agree to sell to the UnderwritersUnderwriters the Additional Shares, 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 for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to [ ] Additional Shares at a purchase price the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The number of Additional Shares to be purchased from each Selling Shareholder, by the Underwriters, collectively, shall equal the number of Additional Shares to be purchased from Selling Shareholders collectively multiplied by the fraction obtained by dividing the number of Additional Shares to be sold by such Selling Shareholder, as indicated on Schedule I hereto, by the total number of Additional Shares, as indicated on Schedule I hereto (subject to such adjustments to eliminate fractional shares as you may determine). The number of such Additional Shares to be sold by each Selling Shareholder and purchased by each Underwriter from each Selling Shareholder shall be the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Shares to be sold by such Selling Shareholder as the number of Additional Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Additional Shares set forth in Schedule II hereto. Each purchase price per Sharedate must be at least one business day after the written notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Additional Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesAdditional Shares set forth in Schedule II hereto. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of each of Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx, Sachs & Co., UBS Securities LLC and Barclays Capital Inc. (the “Representatives”) on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, but (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or any membership interests of the LLC or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or membership interests of the LLC, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A Common Stock, membership interests in the LLC or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or any membership interests in the LLC. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Class A Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance by the Company of options to purchase shares of Class A Common Stock and other incentive compensation, including restricted stock or restricted stock units, under stock option or similar plans as in effect on the date of this Agreement and as described in the Time of Sale Prospectus, (d) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to terms of a stock option or similar plan in effect on the date of this Agreement and as described in the Time of Sale Prospectus pursuant to this clause, (e) any issuance or transfer in connection with the Reorganization Transactions as contemplated by the Reorganization Documents or the Registration Statement, (f) any exchange of membership units of the LLC and a corresponding number of shares of Class B common stock of the Company for shares of Class A common stock of the Company, or exercise by the Company of its related call right, in each case in a manner consistent with the provisions therefore detailed in the form of the Sixth Amended and Restated Limited Liability Company Agreement of the LLC filed as an exhibit to the Registration Statement; provided in the case of this clause (f) that no more than oncefiling under Section 16(a) of the Exchange Act, reporting a change in beneficial ownership of shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for Class A Common Stock, shall be required or shall be voluntarily made during such 180-day period or (g) the issuance by the Company of Class A Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or any other appropriate form with respect thereto); provided that such issuances are limited in the aggregate to an amount equal to 5% of the total shares of Class A Common Stock outstanding immediately after the completion of the offering (assuming the exchange for shares of Class A Common Stock of all membership units in the LLC and shares of Class B Common Stock outstanding immediately after the completion of the offering) and provided further that recipients of such Class A Common Stock agree to be bound by the terms of the lock-up letter substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and be sold by such Seller (iias provided in Schedule I) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, each Selling Shareholder, as and to the extent provided in Schedule I, agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [•] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters sell, and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number principal amount of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto hereto, at ____% of the principal amount thereof (the "PURCHASE PRICE") plus accrued interest thereon, if any, from November __, 1996 to the date of payment and each such Selling Shareholder delivery. On the basis of the representations and warranties contained in Schedule II hereto. The this Agreement, and subject to its terms and conditions, the Company hereby also agrees to issue and sell to 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 a right for 30 days from the date to purchase, severally and not jointly, up to all of the Prospectus to purchase Additional Securities from the Company up to [ ] at the Purchase Price. Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares Securities may be purchased (in integral multiples of $1,000), from time to time, as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SharesSecurities. If any Additional Shares are to be purchased, each Each Underwriter, severally and not jointly, agrees to purchase the number principal amount of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that Securities which bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased by the Underwriters as the number principal amount of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number principal amount of Firm SharesSecurities. The Company hereby agrees, and concurrently with the execution of this Agreement, shall deliver an agreement executed by each of the Company's directors and executive officers, pursuant to which each such person agrees, not to, directly or indirectly, offer, sell, contract to sell, grant any warrant, right, or option to purchase Additional Shares may be exercised at or sell or otherwise dispose of (whether directly or synthetically), without the prior written consent of DLJ, any time within 30 shares of Common Stock owned by such person or with respect to which such person has the power of disposition, or any securities convertible into or exercisable or exchangeable for, or warrants, options, or rights to purchase or acquire, Common Stock owned by such person or with respect to which such person has the power of disposition, or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any Common Stock, or enter into any agreement to do any of the foregoing or file a registration statement with respect to any of the foregoing (whether directly or synthetically) for a period of 90 days after the date of the ProspectusProspectus (the "Lock-Up Period"), but no more than onceexcept pursuant to this Agreement. Notwithstanding the foregoing, during the Lock-up Period (i) the Company may grant stock options pursuant to the Company's existing stock option plans (provided that any such options so granted shall not by their terms be exercisable during the Lock-Up Period) and (ii) the Company may issue shares of Common Stock upon the exercise of stock options outstanding on the date hereof.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $31.40 per share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,200,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The number of Additional Shares to be purchased from each Selling Stockholder by the Underwriters, collectively, pursuant to an exercise notice shall equal the number of Additional Shares to be purchased from the Selling Stockholders, collectively, pursuant to an exercise notice multiplied by the fraction obtained by dividing (i) the number opposite such Selling ShareholderStockholder’s name under the column titled “Number of Additional Shares to Be Sold” on Schedule I hereto by (ii) the total number opposite the word “Total” under the column titled “Number of Additional Shares to Be Sold” on Schedule I hereto (subject to such adjustments to eliminate fractional shares as you may determine). The number of such Additional Shares to be purchased by each Underwriter from each Selling Stockholder pursuant to an exercise notice shall be the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder as (i) the number opposite such Underwriter’s name under the column titled “Number of Additional Shares to Be Purchased” on Schedule II hereto bears to (ii) the total number opposite the word “Total” under the column titled “Number of Additional Shares to Be Purchased” on Schedule II hereto. Upon Each purchase date must be at least one business day after the basis written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the representations, warranties and agreements number of the Company and the Selling Shareholders herein contained and subject Firm Shares. On each day, if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Sharesthis Section 3. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 45 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by the Company or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) grants, issuances or transfers in accordance with the terms of, including without limitation the issuance by the Company of shares of Common Stock upon the exercise of an option or a warrant granted under, any stock incentive, compensation or similar plan in effect on the date hereof, as described in the Time of Sale Prospectus, but (c) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities by the Company pursuant to terms of any stock incentive, compensation or similar plan in effect on the date hereof and as described in the Time of Sale Prospectus or (d) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with an acquisition or business combination (or the entering into of an acquisition agreement or other offer or contract to sell with respect thereto); provided that no more than oncesuch Common Stock or other securities are issued in connection with any such acquisition or business combination during the Restricted Period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company agrees to issue and sell an aggregate of [ ] 1,500,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders Stockholders agree to sell an aggregate of [ ] 250,000 Firm Shares to the Underwriters, each Selling Shareholder Stockholder selling the number of Firm Shares set forth opposite such Selling ShareholderStockholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders Stockholders 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 and the Selling Shareholders Stockholders at a purchase price of $[ ] ($[ ], less the underwriting discount of $[ ]) per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company and the Selling Stockholders hereby also agrees agree to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company and the Selling Stockholders up to [ ] 262,500 Additional Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at $____ a purchase price of $[ ] per Share share (the “purchase price per Share”), "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders named in Part B of Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees agree to sell to the UnderwritersUnderwriters the Additional Shares, 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 a one-time right to purchase, severally and not jointly, up to 600,000 Additional Shares at the right for Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company and the Selling Stockholders in writing not later than 30 days from after the date of this Agreement, which notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares at a purchase price equal to be purchased by the purchase price per ShareUnderwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, but no more than once(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (PROVIDED that such shares or securities are either now owned by such Seller or are hereafter acquired prior to or in connection with the offering of Common Stock described herein) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. In addition, each Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters the respective number of Firm Shares set forth in Schedule I hereto opposite its name, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at a purchase price of $6.429375 per share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto in the column titled “Number of Firm Shares to Be Purchased” opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,400,000 Additional Shares at the Purchase Price, with each such Selling Stockholder selling not more than the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto in the column titled “Number of Additional Shares to Be Sold,” provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least two business days after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the number of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option On each Option Closing Date, each Selling Stockholder, severally and not jointly, agrees to purchase sell to the Underwriters, the respective number of Additional Shares obtained by multiplying the number of Additional Shares specified in the exercise notice by a fraction, the numerator of which is the number of Shares set forth next to such Selling Stockholder’s name in Schedule I hereto in the column titled “Number of Additional Shares to Be Sold” and the denominator of which is the maximum number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be exercised at any time within 30 days after sold by the date of the Prospectus, but no more than onceSelling Stockholders.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number respective numbers of Firm Shares set forth in Schedule I hereto opposite such Selling Shareholder’s its name on Schedule II hereto. Upon at a purchase price of (i) $23.50 per common share (the basis "Other Firm Shares Purchase Price") for an aggregate of 212,765 Firm Shares (the "Other Firm Shares") sold by the Underwriters to Tor Olav Trøim, director of the representationsCompany, warranties and agreements of (ii) $22.85375 per common share for all other Firm Shares (the Company and "Purchase Price"). With respect to the Selling Shareholders herein contained and subject to all the terms and conditions set forth hereinOther Firm Shares, each Underwriter agrees, severally and not jointly, to purchase from the Company and number of Other Firm Shares (subject to such adjustments to eliminate fractional shares as the Selling Shareholders at a purchase price Representative may determine) that bears the same proportion to the total number of $[ ] per Share (the “purchase price per Share”), Other Firm 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. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such Selling Shareholder in Schedule II hereto. The subject to its terms and conditions, the Company hereby also agrees to sell to the UnderwritersUnderwriters the Additional Shares, 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriterpurchase, severally and not jointly, agrees up to 975,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the Company at $20.21 per share (ithe “Company Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to be sold by the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares Each Selling Shareholder’s name on Schedule II hereto. Upon , severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $20.425 a share (the “Selling Shareholder Purchase Price” and, together with the Company Purchase Price, the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and agreements of subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 645,000 Additional Shares at the Company Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section ‎5 hereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon The Company and the terms and conditions Selling Shareholders (as set forth hereinon Schedule II hereof under the heading "Firm Shares") hereby agree, (i) severally and not jointly, to sell the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwritersand, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] 15.51 per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 11 hereof). The Company and each the Selling Shareholders named in Schedule II under the heading "Additional Shares" hereby also agree, severally and not jointly, to sell to the Underwriters the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as, in the case of a Selling Shareholder, the number of Additional Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell hereto under the heading "Additional Shares", and in the case of the Company, 275,656 Additional Shares, bears to the Underwriters, and, upon total number of Additional Shares. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [ ] 275,656 Additional Shares and from certain of the Selling Shareholders (in accordance with Schedule II hereof under the heading "Additional Shares") up to 20,223 Additional Shares, in each case at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 11 hereof) bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once3.

Agreements to Sell and Purchase. Upon the terms Each Selling Shareholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate basis of [ ] Firm Shares the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, agrees, severally and not jointly, to purchase from each Selling Shareholder selling Shareholder, at a purchase price of $26.19 per share (the “Purchase Price”), the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each of the Selling Shareholder as set forth opposite their respective names in Schedule I hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Selling Shareholder’s Underwriter as set forth opposite the name on of such Underwriter in Schedule II heretohereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, each Selling Shareholder, severally and not jointly, hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,392,500 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company and each Selling Shareholder hereby agree that, without the prior written consent of Xxxxxx Xxxxxxx and Citigroup on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus (the “Lock-up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or to the extent disclosed in the Time of Sale Prospectus, but (c) the issuance by the Company of options or other stock-based compensation pursuant to equity compensation plans described in the Time of Sale Prospectus; provided that any officers or directors who are recipients thereof enter into lock-up agreements with the Underwriters in the form of Exhibit A hereto with respect to the remaining 90-day restricted period or any extension thereof or, in the case of the issuance of options, such options do not become exercisable during the 90-day restricted period or any extension thereof, (d) (X) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the 90-day restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the 90-day restricted period or (Y) the transfer of shares of Class A Common Stock executed under a trading plan by the undersigned pursuant to Rule 10b5-1 under the Exchange Act as existing on the date of this Agreement, (e) as consideration for bona fide acquisitions, the issuance by the Company of up to an aggregate 10% of the shares of Common Stock (as adjusted for stock splits, stock dividends and other similar events after the date hereof) issued and outstanding as of the date of such acquisition agreement (assuming all Series A Units then outstanding are exchanged for newly issued shares of Common Stock of the Company on a one for one basis), provided that in the case of this clause (e), upon of receipt of securities, each recipient of such securities issued pursuant thereto shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A with respect to the remaining 90-day restricted period or any extension thereof, and the filing of a registration statement with respect thereto, (f) the filing of one or more than onceregistration statements on Form S-8 with the Commission with respect to shares of Common Stock issued or issuable under any equity compensation plan, or (g) the issuance of Class A Common Stock (including the Shares), and the filing of one or more registration statements on Form S-1 with the Commission with respect to the issuance or resale of such shares of Class A Common Stock, pursuant to the Exchange Agreement described in the Prospectus provided that in the case of this clause (g), any officers, directors or Selling Shareholders who are recipients of such securities issued pursuant thereto shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A with respect to the remaining 90-day restricted period or any extension thereof. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, it will not, during the Lock-up Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock except as otherwise set forth herein. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at the purchase price set forth in Schedule I hereto (the “Purchase Price”) the respective numbers of Firm Units set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Units. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Units set forth, as applicable, in Schedule I at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Units shall be reduced by an amount per security equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. This right may be exercised in respect of: (i) Additional Units at the Purchase Price; or (ii) Additional Shares at a price of $4.7729 per Additional Share; or (iii) Additional Warrants at a price of $0.4541 per Additional Warrant; or (iv) any combination of Additional Shares and/or Additional Warrants so long as the Selling Shareholders agree to sell an aggregate number of [ ] Firm Additional Shares to the Underwriters, each Selling Shareholder selling and Additional Warrants that may be issued does not exceed 3,000,000 Additional Shares and 1,500,000 Additional Warrants. Any exercise notice shall specify the number of Additional Units, Additional Shares and Additional Warrants to be purchased by the Underwriters and the date on which such securities are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the Closing Date for the Firm Units nor later than ten business days after the date of such notice. Additional Units, Additional Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon and Additional Warrants may be purchased as provided in Section 2 hereof solely for the basis purpose of covering sales of Units in excess of the representations, warranties and agreements number of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth hereinFirm Units. On each Option Closing Date, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units, Additional Shares and Additional Warrants, as applicable (subject to such adjustments to eliminate fractional securities as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Units, Additional Shares and Additional Warrants to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares Units set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than onceUnits.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[●] a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate adjustments to eliminate fractional shares as may be determined by the Representatives) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, the Underwriters shall have the right to purchase, severally and not jointly, up to [●] Additional Shares at the Purchase Price, and each Seller agrees to sell to the Underwriters at the Purchase Price up to that number of Additional Shares (subject to adjustments to eliminate fractional shares as may be determined by the Representatives) as set forth in Schedule III hereto opposite the name of such Seller, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained and subject Firm Shares but not payable on such Additional Shares. Any such election to all purchase Additional Shares shall be made in proportion to the terms and conditions maximum number of Additional Shares to be sold by each Seller as set forth hereinin Schedule III hereto. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company’s common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for the Company’s common stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company’s common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Company’s common stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of the Company’s common stock or any securities convertible into or exercisable or exchangeable for the Company’s common stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) pursuant to equity incentive plans existing on, or upon the exercise, conversion or exchange of exercisable, convertible or exchangeable securities outstanding as of the date of this Agreement and in each case, described in the Time of Sale Prospectus, but no more than once(c) the issuance by the Company of common stock or securities convertible into, exchangeable for or that represent the right to receive common stock in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition or (ii) the Company’s joint ventures, equipment leasing arrangements, debt financings and other strategic transactions, (d) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity incentive plans that are described in the Time of Sale Prospectus or any assumed employee benefit plan contemplated by clause (c), or (e) Shares issued in connection with the conversion of Revolve Group, LLC into Revolve Group, Inc. as described in the Time of Sale Prospectus; provided that the aggregate number of shares of common stock that the Company may sell or issue or agree to sell or issue pursuant to clause (c) shall not exceed 5% of the total number of shares of common stock outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided, further, that in the case of clauses (b), (c) and (e), each recipient of such securities shall execute and deliver to the Representatives, on or prior to the issuance of such securities, a lock-up agreement substantially to the effect set forth in Exhibit A hereto, in each case, without the prior written consent of the Representatives). If each of the Representatives, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $[ ] a share (ithe "Purchase Price") the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as the Managers may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon The public offering price of the Shares is not in excess of the price recommended by X.X. Xxxxxx Securities Inc. ("JPMorgan"), acting as a "qualified independent underwriter" (as defined below). The Company hereby confirms its engagement of JPMorgan, and JPMorgan hereby confirms its agreement with the Company to render services as, "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Rules of Conduct of the National Association of Securities Dealers, Inc. with respect to the offering of the Shares. On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Selling Stockholders, severally and not jointly, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 3,750,000 Additional Shares at the Purchase Price. The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Managers may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Each Selling Stockholder hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 180-days after the date of the Prospectus, but (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) file, or cause the Company to file, any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (4) publicly announce the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no more than oncefiling under Section 16 (a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or (f) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (f), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period. In addition, each Selling Stockholder, agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 180-days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Managers of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. Notwithstanding anything herein to the contrary, each Selling Stockholder and its respective affiliates may engage in brokerage, investment advisory, investment company, financial advisory, principal investing, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates business and any hedging or other transactions incidental thereto; provided, however, that the Common Stock beneficially owned by each Selling Stockholder after giving effect to the sales contemplated hereby which remains subject to the transfer restrictions in the Amended and Restated Certificate of Incorporation of NYSE Group, Inc. or the lock-up agreements with each of GSP, LLC, the General Atlantic Entities (as defined in the Prospectus) and the Xxxxxxx Xxxxx Entities (as defined in the Prospectus) shall be subject to the restrictions of this Section 3.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Securities set forth hereinin Schedule II hereto opposite its name at the purchase prices set forth in Schedule I hereto (in the case of the Firm Shares, the “Purchase Price”, and in the case of the Pre-Funded Warrants, the “Warrant Purchase Price”); provided that an aggregate of 37,500,000 Pre-Funded Warrants (ithe “Indication of Interest Securities”) proposed to be sold by the Underwriters to entities affiliated with the Company’s 10% stockholders affiliated with its directors (the “Indication of Interest Purchasers”) shall be purchased at the Public Offering Price and the Public Offering Price per Warrant, respectively. To the extent the Indication of Interest Purchasers do not purchase Indication of Interest Securities on the Second Closing Date (as defined in Section 4 hereto), the purchase price of such securities shall be the Warrant Purchase Price. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters the Additional Shares, and (ii) the Selling Shareholders agree Underwriters shall have the right to sell an aggregate of [ ] Firm Shares purchase, severally and not jointly, up to the Underwriters, each Selling Shareholder selling the number of Firm Additional Shares set forth opposite such Selling Shareholder’s name on in Schedule II hereto. Upon I hereto at the basis of Purchase Price, provided, however, that the representations, warranties and agreements of amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the aggregate number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. (a) Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the several Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II heretoPrimary Shares. Upon On the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders respective number of Firm Primary Shares set forth in Schedule I hereto opposite the name of such Underwriter at a purchase price of $[ ] 9.40 per Share share of Common Stock (the “purchase price per SharePurchase Price”); provided that, notwithstanding the foregoing, the number Purchase Price payable by the Representative in respect of Firm any Directed Shares set forth opposite to the name of extent purchased by Related Parties shall be equal to such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II heretopublic offering price. The In addition, on the Initial Closing Date, the Company shall pay a fee equal to $1,500,000 to the Representative (which fee the Company hereby also instructs the Representative to net against the proceeds payable by the Underwriters to the Company hereunder with respect to the Firm Primary Shares). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the UnderwritersUnderwriters the Additional Primary Shares, 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, severally and not jointly, the Additional Primary Shares or any portion of the aggregate number of Additional Primary Shares at the Purchase Price; provided that the amount per share to be paid by the Underwriters for any Additional Primary Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Primary Shares but not payable on such Additional Primary Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days from after the date of this Agreement. Any exercise notice shall specify the Prospectus number of Additional Primary Shares to be purchased by the Underwriters and the date on which such Additional Primary Shares are to be purchased. Each purchase from date must be at least one business day after the Company up to [ ] Additional written notice is given and may not be earlier than the Closing Date for the Firm Primary Shares at a nor later than ten business days after the date of such notice (the last possible purchase price equal date under this Agreement, the “Final Option Purchase Date”); provided, however, that if notice is received prior to the Closing Date, the purchase price per Sharedate will be the Closing Date. The Additional Primary Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotmentssales of Primary Shares in excess of the number of the Firm Primary Shares. On each day, if any, made in connection with the offering of the Firm Shares. If any that Additional Primary Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Primary Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Primary Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Primary Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Primary Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters 4,000,000 Shares, and (ii) the each Selling Shareholders agree Shareholder, severally and not jointly, hereby agrees to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II I hereto, to the Underwriters, severally and not jointly, at a price of $__. Upon per share (the “Purchase Price”), and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, each Underwriter hereby agrees, severally and not jointly, to purchase from each Seller, at the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”)Purchase Price, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto and (such Underwriter’s “Several Commitment”) that bears the same proportion to the number of Firm Shares to be sold by each such Seller as the Underwriter’s Several Commitment bears to the total number of Firm Shares, subject, in each case, to such adjustments as Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares. Moreover, the Selling Shareholder in Schedule II hereto. The Company Shareholders, severally and not jointly, hereby also agrees agree to sell up to an aggregate of 1,650,000 Additional Shares to the Underwriters, andseverally and not jointly (each Selling Shareholder hereby agreeing to sell up to the number of Additional Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto), at the Purchase Price, and the Underwriters, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for (but not the obligation) to purchase, severally and not jointly, up to the Additional Shares, at the Purchase Price. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days from after the date of this Agreement. Any exercise notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at a purchase price equal to least one business day after the purchase price per Sharewritten notice is given and may not be earlier than the Closing Date (as defined in Section 5) or later than ten business days after the date of such notice. The Additional Shares may be purchased by the Underwriters solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto Underwriter’s Several Commitment bears to the total number of Firm Shares, subject, in each case, to such adjustments as Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares. The option Each Selling Shareholder agrees to purchase Additional comply with the terms and conditions of the Lock-Up Agreement that it has executed and delivered to the Representatives on or before the date hereof, which Lock-Up Agreement was executed in substantially the form of Exhibit D hereto. Each Selling Shareholder agrees to advise the Representatives promptly, and, if requested by the Representatives, to confirm such advice in writing, so long as delivery of a prospectus relating to the Shares by an underwriter or dealer may be exercised at required under the Securities Act, of any time within 30 days after change in information contained in the date Registration Statement, the Time of Sale Prospectus or the Prospectus, but no more than onceProspectus that relates to such Selling Shareholder.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] the Firm Shares Units to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwritersand, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders Trust 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 and the Selling Shareholders at a purchase price of $[ [•] per Share Unit (the “purchase price per ShareUnit”), the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Trust herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [ ] 360,723 Additional Shares Units at a purchase price equal to the purchase price per ShareUnit of the Firm Units, less an amount per Unit equal to any distributions declared by the Trust and payable on the Firm Units but not the Additional Units. The Additional Shares Units may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm SharesUnits. If any Additional Shares Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares Units (subject to such adjustments as you may determine to avoid fractional sharesunits) that bears the same proportion to the total number of Additional Shares Units to be purchased by the Underwriters as the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesUnits. The option to purchase Additional Shares Units may be exercised in whole or in part at any time or from time to time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[—] a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Participating Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [—] Additional Shares from the Participating Selling Stockholders, in the respective amounts as set forth in Schedule I hereto, at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option On each Option Closing Date, each Participating Selling Stockholder, severally and not jointly, agrees to purchase sell to the Underwriters, the respective number of Additional Shares obtained by multiplying the number of Additional Shares specified in the exercise notice by a fraction, (a) the numerator of which is the number of Shares set forth next to each Participating Selling Stockholder’s name under “Number of Additional Shares to be Sold” on Schedule I hereto and (b) the denominator of which is the maximum number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be exercised at any time within 30 sold by the Participating Selling Stockholders. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, but (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance of any option or security issuable under the Company’s 2000 Stock Plan, 2010 Stock Incentive Plan or 2010 Employee Stock Purchase Plan (collectively, the “Equity Plans”) or the filing of a registration statement on Form S-8 with respect to the Equity Plans or (d) the issuance, sale or entry into an agreement to issue or sell shares of common stock in connection with a strategic transaction, including the Company’s acquisition of one or more businesses, products or technology (by means of stock or asset purchase, merger or otherwise); provided the aggregate number of shares the Company may issue pursuant to this subsection (d) shall not exceed 10% of the total number of shares of Common Stock on the completion of the transactions contemplated by this Agreement and provided that any recipient or outstanding shares issued pursuant to this subsection (d) shall execute a lock-up agreement, in substantially the form of Exhibit A hereto. The Company also agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, release any holder of Company securities from the transfer restrictions contained in any agreement to which the Company is a party with respect to any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by such holder or any other securities so owned convertible into or exercisable or exchangeable for Common Stock. Each of the Significant Selling Stockholders hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by it or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, (b) transactions by a Significant Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no more than once.filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (c) transfers by a Significant Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (d) distributions by a Significant Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to affiliates, subsidiaries, limited partners, general partners, members or stockholders of the Significant Selling Stockholder, (e) transfers of shares of Common Stock or any security convertible into or exchangeable for Common Stock by will or intestate succession to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the Significant Selling Stockholder or members of the Significant Selling Stockholder’s immediate family; provided that

Agreements to Sell and Purchase. Upon the terms Each Selling Shareholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II hereto. Upon I hereto to the Underwriters, severally and not jointly, at a price of $ per share (the “Purchase Price”), and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, each Underwriter hereby agrees, severally and not jointly, to purchase from each Selling Shareholder, at the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”)Purchase Price, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto and (such Underwriter’s “Several Commitment”) that bears the same proportion to the number of Firm Shares to be sold by each such Selling Shareholder as the Underwriter’s Several Commitment bears to the total number of Firm Shares, subject, in Schedule II heretoeach case, to such adjustments as Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares. The Company Moreover, the Selling Shareholders, severally and not jointly, hereby also agrees agree to sell up to an aggregate of 775,494 Additional Shares to the Underwriters, andseverally and not jointly (each Selling Shareholder hereby agreeing to sell up to the number of Additional Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto), at the Purchase Price, and the Underwriters, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for (but not the obligation) to purchase, severally and not jointly, up to the Additional Shares, at the Purchase Price. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days from after the date of this Agreement. Any exercise notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at a purchase price equal to least one business day after the purchase price per Sharewritten notice is given and may not be earlier than the Closing Date (as defined in Section 5) or later than ten business days after the date of such notice. The Additional Shares may be purchased by the Underwriters solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto Underwriter’s Several Commitment bears to the total number of Firm Shares, subject, in each case, to such adjustments as Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares. The option Each Selling Shareholder agrees to purchase Additional comply with the terms and conditions of the Lock-Up Agreement that it has executed and delivered to the Representatives on or before the date hereof, which Lock-Up Agreement was executed in substantially the form of Exhibit D hereto. Each Selling Shareholder agrees to advise the Representatives promptly, and, if requested by the Representatives, to confirm such advice in writing, so long as delivery of a prospectus relating to the Shares by an underwriter or dealer may be exercised at required under the Securities Act, of any time within 30 days after change in information contained in the date Registration Statement, the Time of Sale Prospectus or the Prospectus, but no more than onceProspectus that relates to such Selling Shareholder.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $33.145 per share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,546,079 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The number of Additional Shares to be purchased from each Selling Stockholder by the Underwriters, collectively, pursuant to an exercise notice shall equal the number of Additional Shares to be purchased from the Selling Stockholders, collectively, pursuant to an exercise notice multiplied by the fraction obtained by dividing (i) the number opposite such Selling ShareholderStockholder’s name under the column titled “Number of Additional Shares to Be Sold” on Schedule I hereto by (ii) the total number opposite the word “Total” under the column titled “Number of Additional Shares to Be Sold” on Schedule I hereto (subject to such adjustments to eliminate fractional shares as you may determine). The number of such Additional Shares to be purchased by each Underwriter from each Selling Stockholder pursuant to an exercise notice shall be the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder as (i) the number opposite such Underwriter’s name under the column titled “Number of Additional Shares to Be Purchased” on Schedule II hereto bears to (ii) the total number opposite the word “Total” under the column titled “Number of Additional Shares to Be Purchased” on Schedule II hereto. Upon Each purchase date must be at least one business day after the basis written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the representations, warranties and agreements number of the Company and the Selling Shareholders herein contained and subject Firm Shares. On each day, if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Sharesthis Section 3. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 45 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by the Company or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) grants, issuances or transfers in accordance with the terms of, including without limitation the issuance by the Company of shares of Common Stock upon the exercise of an option or a warrant granted under, any stock incentive, compensation or similar plan in effect on the date hereof, as described in the Time of Sale Prospectus, but (c) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities by the Company pursuant to terms of any stock incentive, compensation or similar plan in effect on the date hereof and as described in the Time of Sale Prospectus or (d) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with an acquisition or business combination (or the entering into of an acquisition agreement or other offer or contract to sell with respect thereto); provided that no more than oncesuch Common Stock or other securities are issued in connection with any such acquisition or business combination during the Restricted Period.

Agreements to Sell and Purchase. Upon Each of the terms Selling Stockholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholders at $13.44 a share (ithe “Purchase Price”) the Company agrees respective number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,875,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $19.3734 a share (iother than the Novartis Shares, which shall be purchased at $20.61 per Novartis Share if confirmed for purchase in writing by Novartis as described below) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. It is understood and agreed that the Novartis Shares will initially be reserved for offer and sale to Novartis upon the terms and subject to the conditions set forth in this Agreement and the Prospectus and will be sold to Novartis at $20.61 per Novartis Share if such Novartis Shares are confirmed for purchase in writing by Novartis as provided in Section 6(m) of this Agreement. Any Novartis Shares that are not confirmed for purchase in writing by Novartis as provided in Section 6(m) of this Agreement may be purchased from the Company at $19.3734 a share and offered to the public as set forth in the Prospectus. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, certain of the Selling Stockholders agree to sell to the Underwriters up to the number of Additional Shares set forth opposite such Selling ShareholderStockholder’s name on Schedule II I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,130,387 Additional Shares at $19.3734 a share. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Any such election to purchase Additional Shares shall be made in proportion to the maximum number of Additional Shares to be sold by each Selling Stockholder as set forth on Schedule I hereto. Upon the basis of the representationsOn each day, warranties and agreements of the Company and the Selling Shareholders herein contained and subject if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period beginning on the date of the Prospectus through and including the 90th day after the date of the Prospectus, but no more than once(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except as may be required pursuant to the terms of the Amended and Restated Stockholders’ Agreement, dated as of July 24, 2004 (the “Stockholders’ Agreement”). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) grants of equity awards under the Company’s equity incentive plans, (c) the issuance of Common Stock by the Company to Novartis in accordance with the terms of the Amended and Restated Stockholders’ Agreement, or (c) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. Upon (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters the Company Initial Shares and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Company Initial Shares set forth opposite the name of such Underwriter in Schedule I hereto under the heading “Number of Company Initial Shares To Be Purchased” and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell (ii) the Forward Seller (with respect to the Underwriters, and, upon the basis of the representations, warranties Borrowed Underwritten Shares) and agreements of the Company herein contained and subject (with respect to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the any Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering overTop-allotments, if any, made in connection with the offering of the Firm Up Underwritten Shares. If any Additional Shares are to be purchased, each Underwriter), severally and not jointly, agrees agree to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the number of Additional Shares Forward Seller (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion with respect to the total number Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective numbers of Additional Shares to be purchased by the Underwriters as the number of Firm Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to under the total number heading “Number of Firm Shares. The option to Borrowed Underwritten Shares To Be Purchased,” in each case, at the purchase Additional Shares may be exercised at any time within 30 days after price per share of Common Stock of $50.50 (the date of the Prospectus, but no more than once“Purchase Price”).

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions set forth hereinhereof, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and Company, Firm Debentures in the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares respective principal amount set forth opposite the name of such Underwriter in Schedule I hereto and each hereto, plus such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus amount as they individually may become obligated to purchase from the Company up pursuant to [ ] Additional Shares Section 11 hereof, at a purchase price equal to the percentage of the principal amount thereof set forth on the cover page of the Prospectus under the heading "Proceeds to the Company" (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions hereof, the Company agrees to issue and sell to the Underwriters, and the Underwriters shall have a one-time right to purchase price per Sharefrom the Company, up to all of the Additional Debentures at the Purchase Price. The Additional Shares Debentures may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SharesDebentures. If any Additional Shares Debentures are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number principal amount of Additional Shares Debentures (subject to such adjustments to eliminate partial Debentures as you Donaldson, Lufkin & Jenrexxx Xxxxxities Corpoxxxxxx ("DLJ") may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number principal amount of Additional Shares Debentures to be purchased by the Underwriters as the number principal amount of Firm Shares Debentures set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number principal amount of Firm SharesDebentures. The option Company hereby agrees, and, concurrently with the execution of this Agreement, shall deliver a letter executed by each of the current directors and executive officers of the Company pursuant to purchase Additional Shares may be exercised at any time within 30 which such directors and executive officers agree that, for a period of 90 days after the date of the Prospectus, but no more than oncewithout the prior written consent of the Underwriters, neither the Company, nor such directors and executive officers, will, directly or indirectly, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for, or warrants, options or rights to purchase or acquire, Common Stock or enter into any agreement to do any of the foregoing, except pursuant to this Agreement. Notwithstanding the foregoing, during such period (x) the Company may grant stock options pursuant to the Company's currently existing stock option plans, and (y) the directors, officers and other stockholders subject to such agreements may transfer or otherwise dispose of shares of Common Stock pursuant to BONA FIDE gifts, provided that, prior to any such transfers or dispositions referred to in this clause (y), the transferee delivers to DLJ, on behalf of the Underwriters, a written agreement pursuant to which such transferee agrees to be bound by the terms of such agreement as if a signatory thereto.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue sell the Firm Shares, and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the hereby agrees to sell such number of Firm Shares and Additional Shares as is set forth opposite such Selling Shareholder’s 's name on Schedule II hereto. Upon , to the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (or such number of Firm Shares as adjusted pursuant to Section 10 hereof), at a purchase price of $__________ per Share (the "purchase price per Share"). In addition, each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to the UnderwritersUnderwriters up to said number of Additional Shares as is set forth opposite such Selling Shareholder's name on Schedule II hereto, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of upon which the Prospectus Registration Statement is declared effective by the Commission to purchase from the Company Selling Shareholders up to [ ] 337,500 Additional Shares Shares, at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may shall, if purchased, be purchased solely for the purpose of or covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters sold as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 10 hereof) bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $31.825 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, each Selling Stockholder, severally and not jointly, and the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 900,000 Additional Shares at the Purchase Price, the amount of Additional Shares to be purchased from each Seller to be allocated among the Sellers pro rata based on the number of Firm Shares sold by each Seller (subject to such adjustments to eliminate fractional shares as you may determine) provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Shareholders herein contained Stockholders not later than 30 days after the date of this Agreement (the “Option Exercise Period”). Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. Upon receipt of the purchase price therefor by the Selling Stockholders, each Selling Stockholder hereby authorizes the Company to authorize the Transfer Agent, to register the Shares sold by the Selling Stockholder in such names and in such denominations as you, as Managers, shall request and to cause certificates representing such shares of Common Stock to be delivered or electronically credited at the time of the sale of such shares on the Closing Date or the Option Closing Date, as applicable. Each Selling Stockholder agrees to take or cause to be taken all actions reasonably necessary, proper or advisable in order to cause the Shares sold hereunder to be delivered to and registered in accordance with the instructions of the Managers, including the execution and delivery of such instruments, and the taking of such other actions, as the Company, the Transfer Agent or the Managers may reasonably request in order to carry out this Agreement. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, but no more than once(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by it or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the vesting of a restricted stock unit or the conversion of a security outstanding on the date hereof, (c) the grant by the Company of employee or director stock options, restricted stock, restricted stock units or other equity awards in the ordinary course of business, pursuant to the employee benefits plans or agreements disclosed in the Time of Sale Prospectus, (d) the issuance of matching grants of Common Stock under the Company’s 401(k) plan in the ordinary course of business, (e) the issuance (or offer or agreement to issue) by the Company of shares of Common Stock (or options, warrants or convertible securities relating to Common Stock) in connection with any acquisition, joint venture or strategic transaction, and the filing of any registration statement in connection therewith, provided that the number of shares so issued shall not exceed five percent of the Common Stock then outstanding and provided further that any recipient of shares of Common Stock pursuant to this clause (e) agrees in writing to be bound by restrictions substantially similar to those contained in the preceding paragraph for the balance of the 60-day restricted period, (f) the filing of any registration statement on Form S-8 in respect of any employee benefit plan in effect on the date hereof and described in the Time of Sale Prospectus, or (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 60-day restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Managers of any earnings release, news or event that may give rise to an extension of the initial 60-day restricted period.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number respective numbers of Firm Shares set forth in Schedule I hereto opposite such Selling Shareholderits name at $[ ] per share (the “Purchase Price”). In addition, excluding any Shares sold by the Underwriters to members of the Board of Directors, to the Investment Adviser, to the Investment Adviser’s name affiliates, to employees of the Investment Adviser and its affiliates and to the persons listed on Schedule II heretoV in connection with the sale of up to [ ] Firm Shares, the Investment Adviser agrees to pay the Representative, or to cause an affiliate of the Investment Adviser to pay the Representative, for the account of the Underwriters, an amount equal to $[ ] per share for each Firm Share purchased by the Underwriters (the “Firm Shares Investment Adviser Payment”), and in connection with the sale of the Additional Shares, the Investment Adviser agrees to pay to the Representative, or to cause an affiliate of the Investment Adviser to pay the Representative, for the account of the Underwriters, an amount equal to $[ ] per share for each Additional Share purchased by the Underwriters (the “Additional Shares Investment Adviser Payment”). Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to sell to the Underwriters the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date, if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms Each Selling Stockholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from such Selling Stockholder (i) at $[*] a Share (the Company "Share Purchase Price") and (ii) at $[*] a Warrant (the Selling Shareholders at a purchase "Warrant Purchase Price") (such Warrant Purchase Price representing the Share Purchase Price less the exercise price of $[ ] .50 per Share Warrant (the “purchase price per "Warrant Exercise Price") for each Warrant Share”), the number of Firm Shares set forth opposite or Warrants, as the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares case may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional shares) determine), that bears the same proportion to the number of Firm Shares or Warrants, as the case may be, to be sold by such Selling Stockholder as the number of Firm Shares and Warrants, respectively, set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares and Warrants, respectively. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, KKR Associates agrees to sell to the Underwriters the Additional Shares and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 2,000,000 Additional Shares at the Share Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify KKR Associates in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters as and the number of Firm Shares set forth opposite the name of date on which such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares are to be purchased. Such date may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.be

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ [●] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of (a) $[ ] [●]1 per Share with respect to Shares sold to the public (the “public purchase price per Share”)) and (b) $[●]2 per Share with respect to Shares sold to certain of the Company’s current stockholders set forth on Schedule II hereto, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ [●] Additional Shares at a purchase price equal to the public purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.. Notwithstanding anything in this Agreement to the contrary, any fees or expenses paid to the underwriters with respect to any Shares sold to certain of the Company’s current stockholders shall be paid solely for the benefit of Rxxxxxx Jxxxx & Associates, Inc.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the respective number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II heretoat $___________ a share (the "Purchase Price"). The Company hereby also agrees to sell to the Underwriters, and, upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company hereby agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to ____________________ Additional Shares at the right for Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days from after the date of this Agreement, which notice shall specify the Prospectus to purchase from the Company up to [ ] number of Additional Shares at a purchase price equal to be purchased by the purchase price per ShareUnderwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, but no more (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar arrangement that transfers to another, in whole or in part, the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than once(i) the Shares to be sold hereunder and as otherwise disclosed in the Prospectus, (ii) any shares of Common Stock sold by the Company upon the exercise of an option or warrant or other right to acquire shares of capital stock of the Company or the conversion of a security outstanding on the date hereof described in the Prospectus, (iii) any options or other rights to purchase or acquire any shares of Common Stock or any shares of Common Stock issuable upon exercise of such options or other rights granted in connection with any compensatory arrangement with a director, officer, employee, consultant or advisor, so long as such person is otherwise subject to a Lock-Up Agreement, or (iv) any shares of Common Stock or other right to acquire shares of capital stock of the Company issued pursuant to equipment or lease financing activities entered into in the ordinary course of the Company's business, so long as each person or entity acquiring shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock is otherwise subject to a Lock-Up Agreement.

Agreements to Sell and Purchase. Upon the terms Each Selling Shareholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the several Underwriters and at $15.53906 per share (iithe “Purchase Price”) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II hereto. Upon , and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from such Selling Shareholder at the Company and Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares (after giving effect to Section 13 hereof). Solely for informational purposes, it is noted that the Purchase Price per share of common stock sold pursuant to this Agreement is the equivalent of $1,942.3825 per share of Series D Preferred Stock prior to the Conversion. On the basis of the representations and warranties contained in Schedule I hereto this Agreement, and each such subject to its terms and conditions, the Selling Shareholder in Schedule II hereto. The Company hereby also agrees Shareholders agree to sell to the UnderwritersUnderwriters the Additional Shares, 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriterpurchase, severally and not jointly, agrees up to 1,387,500 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), (x) each Selling Shareholder agrees, severally and not jointly, to sell to the several Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased sold on such Option Closing Date as the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Additional Shares, and (y) each Underwriter agrees, severally and not jointly, to purchase from such Selling Shareholder, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold by the Underwriters such Selling Shareholder on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx, Sachs & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, but (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing; provided that such shares of Common Stock shall continue to be subject to the restrictions contained in the preceding paragraph, (b) distributions by the Company of shares of Common Stock or any security convertible into Common Stock to stockholders of the Company; provided that (i) each distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph and (ii) no more than oncefiling under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no other public filing or report regarding such transfers shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period, (c) grants by the Company of stock options and restricted stock units in such amounts and having such terms as disclosed in the Time of Sale Prospectus, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by the Company in violation with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx, Sachs & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $[●] a share (the “Purchase Price”) the number of Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Shares to be sold by such Selling Stockholder as the number of Shares set forth hereinin Schedule II hereto opposite the name of such Underwriter bears to the total number of Shares. On the basis of the representations and warranties contained in this Agreement, (i) and subject to its terms and conditions, each Selling Stockholder, severally and not jointly, agrees, as and to the Company agrees extent indicated in Schedule I hereto, to issue and sell an aggregate of [ ] Firm Shares to the Underwriters the Additional Shares, and (ii) the Selling Shareholders agree Underwriters shall have the right to sell purchase, severally and not jointly, up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an aggregate of [ ] amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole, or from time to time in part, by giving written notice not later than 30 days after the Underwriters, each Selling Shareholder selling date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the number of Firm Shares. On each day, if any, that Additional Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $[ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] Additional Shares at a purchase price equal to the purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate 6,000,000 shares of [ ] the Firm Shares to the Underwriters Shares, and (ii) the each Selling Shareholders agree Stockholder severally and not jointly, agrees to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling the number of shares of the Firm Shares set forth opposite such Selling Shareholder’s its name on in Schedule II hereto. Upon , to the basis of the representationsseveral Underwriters, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price per Share of $[ ] per Share ______ (the “purchase price per Share”), "Purchase Price") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 Each Underwriter shall have the right for 30 days from the date of the Prospectus be obligated to purchase from the Company and from each Selling Stockholder that number of shares of the Firm Shares which represents the same proportion of the number of shares of the Firm Shares to be sold by the Company and each Selling Stockholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule I represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase, in whole or in part, up to [ ] 1,350,000 Additional Shares at a purchase price per Share equal to the purchase price per Share. The Additional Shares may be purchased Purchase Price, solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company that number of Additional Shares (subject to such adjustments to eliminate fractional shares and to provide that no Underwriter shall be obligated to purchase Additional Shares other than in 100 share amounts, as you may determine to avoid fractional sharesdetermine) that bears which represents the same proportion to of the total number of Additional Shares to be purchased by the Underwriters as the total number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] 8,220,000 Firm Shares to the Underwriters and (ii) the each Selling Shareholders agree Stockholder agrees to sell an aggregate of [ ] Firm Shares to the Underwriters, each Selling Shareholder selling Underwriter the number of Firm Shares set forth opposite such Selling Shareholder’s Stockholder's name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders Stockholders 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 and the Selling Shareholders Stockholders, collectively, at a purchase price of $[ ] 21.855 per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby also agrees to sell to 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 for 30 days from the date of the Prospectus to purchase from the Company up to [ ] 1,233,000 Additional Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) each of the Company Selling Stockholders, severally and not jointly, agrees to issue and sell sell, in accordance with this Agreement, an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 3,475,005 shares of [ ] Firm Shares Common Stock to the Underwriters, each Selling Shareholder Stockholder selling the number of Firm Shares set forth opposite such Selling ShareholderStockholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of each of the Company and the Selling Shareholders Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders Stockholders at a purchase price of $[ ] 19.05 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby Selling Stockholders also agrees agree, severally and not jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Selling Stockholders herein contained contained, and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company Selling Stockholders up to [ ] an aggregate of 521,250 Additional Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the number Selling Stockholders that proportion of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be then being purchased by the Underwriters as which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesShares or, in the event of a partial exercise of the option, a smaller number of Additional Shares that reflects the pro rata reduction in the number of Additional Shares to be sold in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional shares of Common Stock). The option to purchase Additional Shares may be exercised exercised, in whole or in part, at any time within 30 days after the date of the Prospectus, but no more than once. Concurrently with the execution and delivery of this Agreement, (i) the Selling Stockholders shall enter into a Custody Agreement appointing American Stock Transfer & Trust Company, LLC as the custodian (the “Custodian”) for the Selling Stockholders (the “Custody Agreement”) with respect to the Shares; (ii) the Company and each Selling Stockholder that will sell Shares that are issuable in exchange for membership units of the Subsidiary (“LLC Units”) shall enter into an Irrevocable Instruction and Agreement (the “Irrevocable Instruction and Agreement”), pursuant to which such Selling Stockholder shall make an irrevocable election to, immediately after the execution of this Agreement or after the Underwriters provide notice pursuant to this Agreement of the exercise of their option to the Additional Shares, exchange LLC units for the number of shares of Common Stock to be sold by such Selling Stockholder to the Underwriters pursuant to this Agreement; and (iii) each Selling Stockholder shall execute and deliver a power of attorney in the form previously furnished to you (the “Power of Attorney”), appointing Xxxxx X. Xxxxxx as such Selling Stockholder’s attorney-in-fact (the “Attorney-in-Fact”), with authority to execute and deliver this Agreement and the Custody Agreement.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of [ ] the Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwritersand, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 and the Selling Shareholders at a purchase price of $[ ] ____ per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each (or such Selling Shareholder in Schedule II heretonumber of Firm Shares as adjusted pursuant to Section 10 hereof). The Company hereby also agrees to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company contained herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [ ] 300,000 Additional Shares at a purchase price equal to the purchase price per ShareShare for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 10 hereof) bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon The Fund hereby agrees, subject to all the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [ ] Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate of [ ] Firm Shares to the Underwriterseach Underwriter and, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company Fund and the Selling Shareholders Adviser herein contained and subject to all of the other terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Fund at a purchase price of $[ ] per Share (the “purchase price "Price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and each such Selling Shareholder in Schedule II hereto. The Company hereby Fund also agrees agrees, subject to all the terms and conditions set forth herein, to issue and to sell to the Underwriters, Underwriters and, upon the basis of the representations, warranties and agreements of the Company Fund and the Adviser herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days to purchase Additional Shares from the Fund, 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 A.M., New York City time, on the 45th day after the date of the Prospectus to purchase from (or if such 45th day shall be a Saturday or a Sunday or a holiday, on the Company up to [ ] Additional Shares at a purchase price equal to next business day thereafter when the purchase price per ShareAmerican Stock Exchange (the "AMEX") is open for trading). The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are exercise of the over-allotment option, upon the basis of the representations, warranties and agreements of the Fund and the Adviser herein contained and subject to be purchasedall of the other terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Fund the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Shares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.