Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 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 increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of but subject to the conditions herein set forth, (a) the Company herein contained hereby agrees to sell to the several Underwriters, and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 per share (Company the "purchase price per share"), the respective number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (or such number of Firm Shares increased b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as set forth in Section 10 hereof). The provided below, the Company also agrees, subject to all the terms and conditions set forth herein, agrees to sell to the several Underwriters, andand each Underwriter agrees, upon the basis of the representationsseverally and not jointly, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per shareSecurity set forth in clause (a) of this Section 2, pursuant that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an option (amount per Security equal to any dividends or distributions declared by the "over-allotment option") which Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised at any time and only by written notice from time you to time prior to 5:00 P.M.the Company, New York City time, on the 30th day given within a period of 30 calendar days after the date of the Prospectus (orthis Agreement, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set setting forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm SharesOptional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Agreements to Sell and Purchase. The Company hereby agrees, subject Subject to all the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to you and each Underwriter 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, each Underwriteryou agree, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 ___ per share (the "purchase price per share")Firm Share, the number of 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 a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by each of you as set forth opposite the name of such Underwriter your respective names in Schedule I hereto (or such and the denominator of which is the aggregate number of Firm Shares increased as set forth in Section 10 hereof)to be purchased hereunder. The Company also agrees, subject Subject to all the terms and conditions herein set forth hereinforth, the Company agrees to sell to the Underwritersyou, 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 you shall have the right to purchase from the Company, up to 225,000 Additional Shares at the a purchase price of $___ per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional SharesShare. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each Underwriterof you, severally and not jointlyseverally, agrees to purchase from the Company the number of Additional Shares that proportion (subject to such adjustments as you may both determine in order to avoid fractional sharesAdditional Shares) that bears the same proportion to of the number of Additional Shares to be purchased by the Underwriters as which the number of Firm Shares set forth opposite the your name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm SharesShares to be purchased from the Company hereunder. Additional Shares may be purchased at any time and from time to time on or before the thirtieth business day following the date of this Agreement upon written notice from you to the Company specifying the number of Additional Shares to be purchased. You will offer the Shares for sale at the initial public offering price set forth on the cover of the Prospectus. After the initial public offering, you may from time to time increase or decrease the public offering price, in your sole discretion, by reason of changes in general market conditions or otherwise.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanySelling Stockholders 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 at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 336,000 Additional SharesShares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company each Selling Stockholder 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 which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Willxxx X. Xxxxxxxx xxx John X. Xxxxxxxx xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 320,788 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from option shall be provided by the Company in proportion to the number respective maximum numbers of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares.which

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Trust agrees to issue and sell to the Underwriters, at a price of $25.00 per Security (the "Purchase Price"), 1,080,000 Firm Securities; and (ii) each Underwriter 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, each Underwriteragrees, severally and not jointly, agrees to purchase from the CompanyTrust, at a purchase price of $30.00 per share (the "purchase price per share")Purchase Price, the aggregate number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto hereto. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Securities (together with the proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Subordinated Debentures, the Company hereby agrees to pay at the Closing Date to the Underwriters a commission per Security equal to $0.90 per Security, or such number of Firm Shares increased as set forth $972,000 in Section 10 hereofthe aggregate ($1,117,800 if the over-allotment with respect to the Additional Securities is exercised in full). The Company also agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Trust agrees to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 162,000 Additional Securities; 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 to purchase from the Companypurchase, at the purchase price per shareseverally and not jointly, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 162,000 Additional SharesSecurities at the Purchase Price. Additional Shares Securities may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. Upon If any exercise of the over-allotment optionAdditional Securities are to be purchased, 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) Securities that bears the same proportion to the total number of Additional Shares Securities to be purchased by the Underwriters as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such bears to the total number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm SharesSecurities.

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell to 3,000,000 Firm Shares, (ii) each Underwriter 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, each UnderwriterSelling Stockholder agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 per share (the "purchase price per share"), sell the number of Firm Shares set forth opposite the such Selling Stockholder's name of such Underwriter in Schedule I II hereto and (or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also iii) each Underwriter 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Seller at a price per share of $______ (the Company "Purchase Price") the number of Additional Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) that which bears the same proportion to the total number of Additional Firm Shares to be purchased sold by the Underwriters such Seller 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. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) each Selling Stockholder agrees to sell up to the number of Additional Shares set forth opposite such Selling Stockholder's name on Schedule II hereto and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate 550,000 Additional Shares from the Selling Stockholders at the Purchase Price. The Additional Shares may be purchased solely for the purpose of covering over- allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase the Additional Shares in whole or in part from time to time by giving written notice thereof to either Attorney-in-Fact (as hereinafter defined) 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. 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) no earlier than two 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 Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Selling Stockholders as the number of Firm Shares increased as provided for set forth opposite the name of such Selling Stockholder in Section 10 hereof) Schedule II bears to the aggregate total number of Firm SharesShares sold by the Selling Stockholders. The Sellers hereby agree, severally and not jointly, and 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 who is not a Selling Stockholder and (ii) each stockholder listed on Annex I hereto, pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such 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 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Company's existing stock option plans and (ii) the Company may issue shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Underwriter Selling Stockholder in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares.) which each of the Selling Stockholders (other than Prudential) agrees to sell pursuant to this Agreement have been placed in custody with the Company (in such capacity, the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders (other than Prudential) appointing Willxxx X. Xxxxxxxx xxx Robexx X. Xxxxxxxx, xxd each of them, as agents and attorneys-in-fact (the "Attorney-in Fact" or "Attorneys-in-Fact"). Each Selling Stockholder (other than Prudential) agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder (other than Prudential) shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, 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 Underwriterthe Company hereby agrees to issue and sell 1,325,000 Firm Shares to the Underwriters, and the Selling Shareholders, severally and not jointly, agrees hereby agree to sell an aggregate of 220,000 Firm Shares (each to sell the number of Firm Shares set forth opposite the name of such Selling Shareholder in SCHEDULE II hereto) to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company and the Selling Shareholders at a purchase price of $30.00 _______ per share Share (the "purchase price per shareShare"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 10 12 hereof). The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, 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, the Company also agrees to issue and sell up to 231,750 Additional Shares to the Underwriters, and the Underwriters shall have the one-time right for 30 days from the date upon which the Registration Statement is declared effective by the Commission to purchase from the Company, Company up to 231,750 Additional Shares at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each UnderwriterUnderwriter agrees, 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 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 SCHEDULE I hereto (or such number of Firm Shares increased as provided for in adjusted pursuant to Section 10 12 hereof) bears to the aggregate total number of Firm Shares. XXXXXXX XXXXX & ASSOCIATES, INC. XXXXXXX & COMPANY, INC.

Agreements to Sell and Purchase. The Company Each Selling Shareholder hereby agrees, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, 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, each Underwriteragrees, severally and not jointly, agrees to purchase from the Company, such Selling Shareholder at $[●] a purchase price of $30.00 per 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 Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto (or such bears to the total number of Firm Shares increased as set forth Shares. On the basis of the representations and warranties contained in Section 10 hereof). The Company also this Agreement, and subject to its terms and conditions, each Selling Shareholder agrees, subject to all the terms severally and conditions set forth hereinnot jointly, to sell to the Underwriters, and, upon the basis Underwriters up to such number of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions Additional Shares set forth hereinopposite the Selling Shareholder’s name in Schedule I hereto under the heading “Additional Shares” (each Selling Shareholder selling the number of 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 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriterpurchase, severally and not jointly, agrees an aggregate of up to purchase from [•] 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 the number Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of Additional Shares (subject the Underwriters in whole or from time to such adjustments as you may determine time in order part by giving written notice to avoid fractional shares) that bears the same proportion to Company and the Selling Shareholders 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 the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon On the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to all the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and each Selling Stockholder, at a purchase price of $30.00 15.7869 per share Share (the "purchase price per share"“Purchase Price”), such number of Shares equal to the number of Firm Shares set forth in Schedule II opposite the name of the Company or such 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 in Schedule I hereto (or such divided by the total number of the Firm Shares, plus any additional number of Firm Shares increased 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 each case, to such adjustments among the Underwriters as set forth the Manager shall make to eliminate any sales or purchase of fractional securities. On the basis of the representations and warranties contained in Section 10 hereof). The Company also agreesthis Agreement, and subject to all the its terms and conditions set forth hereinconditions, the Company and the Selling Stockholders agree, severally and not jointly, 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 to purchase from purchase, severally and not jointly, up to 333,000 Additional Shares in the Company, aggregate at the purchase price per share, pursuant to an option (Purchase Price. The Manager may exercise this right on behalf of the "over-allotment option") which may be exercised at any time and Underwriters in whole or from time to time prior to 5:00 P.M., New York City time, on the 30th day in part by giving written notice not later than 30 days after the date of the Prospectus (orthis Agreement, provided that if such 30th date falls on a day shall be that is not a Saturday or Sunday or a holidaybusiness day, this right will expire on the next succeeding business day thereafter when day. Any exercise notice shall specify the Nasdaq National Market 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 open given and may not be earlier than the closing date for trading), up to an aggregate the Firm Shares nor later than ten business days after the date of 1,312,500 Additional Sharessuch notice. Additional Shares may be purchased only as provided in the preamble hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment optionOn each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Manager may determine in order 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all Upon the terms and conditions set forth herein, each of the Selling Stockholders, severally and not jointly, agrees to issue and sell sell, in accordance with this Agreement, an aggregate of 3,475,005 shares of Common Stock to the Underwriters, each Underwriter and, upon Selling Stockholder selling the number of Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of each of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from the Company, Selling Stockholders at a purchase price of $30.00 19.05 per share Share (the "“purchase price per share"Share”), 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)hereto. The Company Selling Stockholders also agreesagree, subject to all the terms severally and conditions set forth hereinnot 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 the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company Selling Stockholders that proportion of the total 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 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 (or such bears to the total number of Firm Shares increased 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 provided you may determine to avoid fractional shares of Common Stock). The option to purchase Additional Shares may be 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 in Section 10 hereofthe Selling Stockholders (the “Custody Agreement”) bears with respect to the aggregate 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 Firm Sharesshares 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. The Company hereby agrees, subject to all Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell an aggregate of 2,000,000 Firm Shares to each Underwriter and, upon the Underwriters. Upon the basis of the representations, warranties and agreements of the Company Company, the Operating Partnership and the Manager herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company at a purchase price of $30.00 23.244 per share Share (the "purchase price “Purchase Price per share"), Share”) the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number hereto, provided, however, that any Reserved Shares confirmed for purchase by the Invitees shall be purchased from the Company at a purchase price of Firm Shares increased as set forth in Section 10 hereof)$24.00 per Share. The Company hereby also agrees, subject to all the terms and conditions set forth herein, agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Company, the Operating Partnership and the Manager herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase for 30 days 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (orto purchase from the Company up to the Additional Shares at the Purchase Price per Share, if such 30th day shall be a Saturday less an amount per share equal to any dividends or Sunday or a holiday, distributions declared by the Company and payable on the next business day thereafter when Firm Shares but not payable on the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments over allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate 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.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of ______ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Stockholder, at a purchase price of $30.00 per share (the "purchase price per share"), that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof). The Company also agrees, subject to all the terms and conditions set forth herein, to sell ) bears to the Underwriters, and, upon the basis aggregate number of the representations, warranties and agreements of Firm Shares to be sold by the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option Selling Stockholders. (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 230,295 Additional SharesShares from the Company and up to an aggregate of 1,044,705 Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by the Company and by each Selling Stockholder who has agreed to sell Additional Shares in the order indicated in Part B of Schedule I. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder 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 subject to such exercise in the same proportion order indicated in Part B of Schedule I. Pursuant to the number terms and conditions of Additional the Custody Agreement, each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be purchased sold hereunder by such Selling Stockholder, to make delivery of the Underwriters as certificates for such Shares, to receive the number of Firm Shares set forth opposite price per share, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the name sale and public offering of such Underwriter Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in Schedule I hereto (or such number of Firm Shares increased as provided for in Section 10 hereof) bears connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact has agreed to perform his duties under the aggregate number of Firm SharesCustody Agreement.

Agreements to Sell and Purchase. The Company and the Selling Shareholder (in accordance with Schedule II hereof) hereby agreesagree, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell the Firm Shares to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company and the Selling Shareholder at a purchase price of $30.00 ____ per share Share (the "purchase price per shareShare"), the aggregate 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 adjusted pursuant to Section 10 11 hereof). The Company and the Selling Shareholder hereby also agreesagree, subject to all the terms severally and conditions set forth hereinnot jointly, to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder 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, Company and the Selling Shareholder up to an aggregate of 750,000 Additional Shares (in accordance with Schedule II hereof) at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 provided for in adjusted pursuant to Section 10 11 hereof) bears to the aggregate total number of Firm Shares.. Upon any election by the Underwriters to purchase less than all the Additional Shares, the aggregate number of Additional Shares to be purchased from the Company and the aggregate number of Additional Shares to be purchased from the Selling Shareholder by all the Underwriters shall be in the same proportion as the maximum number of Additional Shares that may be purchased from the

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, 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 Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanySelling Stockholders 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 at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 315,000 Additional SharesShares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company each Selling Stockholder 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 which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with Norwest Bank Minnesota, N.A. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees, subject Subject to all the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to you and each Underwriter 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, each Underwriteryou agree, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 7.425 per share Firm Share (the "purchase price per share"), the number net 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). The Company also agrees, subject to all the terms underwriting discounts and conditions set forth herein, 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 to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option"commissions) which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holidayas applicable, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each UnderwriterAdditional Shares, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments be adjusted by you so as you may determine in order to avoid eliminate fractional shares) that bears determined by multiplying the same proportion aggregate number of Firm Shares or Additional Shares to be sold by a fraction, the numerator of which is the aggregate number of Firm Shares or Additional Shares to be purchased by each of you as set forth opposite your respective names in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares or Additional Shares to be purchased hereunder. Additional Shares may be purchased at any time and from time to time on or before the thirtieth business day following the date of this Agreement upon written notice from you to the Company specifying the number of Additional Shares to be purchased. You agree that, if any Additional Shares are to be purchased, they will be purchased by first from Messrs. Xxx and Xxx as Additional Selling Stockholder Shares prior to the Underwriters as purchase from the number Company of Firm any Additional Company Shares. You will offer the Shares for sale at the initial public offering price set forth opposite on the name cover of such Underwriter the Prospectus. After the initial public offering, you may from time to time increase or decrease the public offering price, in Schedule I hereto (your sole discretion, by reason of changes in general market conditions or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm Sharesotherwise.

Agreements to Sell and Purchase. The Company hereby agrees, subject Subject to all the terms and conditions set forth herein, such adjustments as you may determine to issue and sell to each Underwriter 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 hereinavoid fractional shares, each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 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 increased as set forth in Section 10 hereof). The Company also Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, each Manager 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 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each UnderwriterManager agrees, severally and not jointly, agrees to purchase from each Selling Stockholder, at a purchase price of $__ per share (the Company "purchase price per share"), 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 number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter Selling Stockholder in Schedule I hereto as the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 13 hereof) bears to the aggregate number of Firm Shares.Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with The Bank of New York (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing two representatives designated by Sara Xxx Xxxdservice Holdings, Inc. and Sara Xxx Xxxndation (collectively, the "Sara Xxx Xxxling Stockholders"), as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers. If any Selling Stockholder that is a natural person shall die or be incapacitated or, with respect to any Selling Stockholder that is not a natural person, a liquidation, dissolution, winding up or similar event (a "Liquidation") shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Managers by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or Liquidation had not occurred, regardless of whether or not the Attorneys-in-Fact or any Manager shall have received notice of such death, incapacity or Liquidation. Each Attorney-in-Fact is authorized, on behalf of each of the Selling

Agreements to Sell and Purchase. The Company Trust hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company Offerors herein contained and subject to all the terms and conditions set forth herein, herein each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the CompanyTrust, at a purchase price of $30.00 [ ] per share (the "purchase price per share")Firm Preferred Security, plus accrued distributions, if any from [ ], 1997, the number of Firm Shares Preferred Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares Preferred Securities increased as set forth in Section 10 hereof). The Company agrees that, in view of the fact that the proceeds of the sale of the Preferred Securities will be invested in the Convertible Debentures, it shall pay to the Underwriters as compensation ("Underwriters' Compensation") for their arranging the investment of the proceeds therein, on the Closing Date, $[ ] per Firm Preferred Security. The Underwriters shall inform the Company in writing on the Closing Date of the aggregate number of Firm Preferred Securities so sold. The Trust also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares.5

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $34.94875 per Share (the " Purchase Price Per Share"), the number of Firm Shares which bears the same proportion to the total number of Firm Shares being sold by the Company (4,000,000) as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 Company and the Selling Stockholders (5,300,000). Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price Purchase Price Per Share the number of $30.00 per share (Firm Shares which bears the "purchase price per share"), same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders (5,300,000). The Company and certain of the Selling Stockholders also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanyCompany and such Selling Stockholders, at the purchase price per sharePurchase 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 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to 345,000 Additional Shares of Class A Common Stock from the Company and an aggregate of 1,312,500 450,000 Additional Shares. Shares of Class B Common Stock from such Selling Stockholders as set forth on Schedule I. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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) , each Underwriter, severally and not jointly, agrees to purchase from each of the Company and such Selling Stockholders, in proportions equal to those of the maximum numbers of Additional Shares made available by the selling parties for the over-allotment option, at the Purchase Price Per Share, that number of Additional Shares which bears the same proportion to the total number of Additional Shares being sold by such party pursuant to be purchased by the Underwriters over-allotment option as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders (5,300,000). Certificates in transferable form for the Shares which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with BankBoston, N.A. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxxx X. Xxx, C. Xxxxx Xxxxx and Xxxx X. Xxxxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event, shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each UnderwriterU.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ ___ per share (the "purchase price per 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 in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also agreesUpon the basis of the representations, warranties and agreements contained herein 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 Stockholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at the Underwriterspurchase price per share, and, upon the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II 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 Company and the Selling Stockholders. 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 Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M.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 Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 2,520,000 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise Certificates in transferable form for the Shares that each of the over-allotment option, each Underwriter, severally and not jointly, Selling Stockholders agrees to purchase from sell pursuant to this Agreement have been placed in custody with Xxxxx X. Xxxxxx (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxx X. Xxxxxxx and Xxxxx X. Xxxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the number arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of Additional the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares (subject to hereunder, or if the Selling Stockholder is not a natural person, if such adjustments as you may determine in order to avoid fractional shares) that bears selling Stockholder shall dissolve, wind up, distribute assets or if any other event affecting the same proportion legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the number Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of Additional this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney- in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be purchased sold hereunder by such Selling Stockholder, to make delivery of the Underwriters as certificates for such Shares, to receive the number proceeds of Firm Shares set forth opposite the name sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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. 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 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 United States or Canada or to anyone other than a U.S. or Canadian Person, (iii) any dealer to whom it may sell any Shares will represent that it is not purchasing for the account of anyone other than a U.S. or Canadian Person or to any other dealer who does not so represent and agree and (iv) any offer of Shares in Schedule I hereto (or 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 number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm Sharesoffer is made.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional Shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanySelling Stockholders 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 at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 450,000 Additional SharesShares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over- allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company each Selling Stockholder 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 sharesShares) that which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Selling Stockholders.

Agreements to Sell and Purchase. The Company and the Selling Stockholders (in accordance with Schedule II hereof) hereby agreesagree, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell the Firm Shares to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company and the Selling Stockholders at a purchase price of $30.00 _____ per share Share (the "purchase price per shareShare"), 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 adjusted pursuant to Section 10 11 hereof). The Company hereby also agrees, subject to all the terms and conditions set forth herein, 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, Company up to _______ Additional Shares at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 provided for in adjusted pursuant to Section 10 11 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees, subject agrees to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, 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, each Underwriteragrees, severally and not jointly, agrees to purchase from the Company, such Seller at $21.01 a purchase price of $30.00 per 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 I hereto opposite the name of such Underwriter in Schedule I hereto (or such bears to the total number of Firm Shares increased as set forth Shares. On the basis of the representations and warranties contained in Section 10 hereof). The Company also agreesthis Agreement, and subject to all the its terms and conditions set forth hereinconditions, each Non-Management Selling Shareholder agrees to sell to the Underwriters, and, upon the basis Underwriters up to such number of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions Additional Shares set forth hereinopposite such Non-Management Selling Shareholder’s name in Schedule II-A hereto under the heading “Additional Shares” (each Non-Management Selling Shareholder selling such number of 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 this Section 3 and (ii) a fraction, 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 the denominator of which is the total number of Additional Shares), and the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriterpurchase, severally and not jointly, agrees to purchase from the Company the number Non-Management Selling Shareholders up to an aggregate of 770,000 Additional Shares (subject 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 adjustments as you Additional Shares. You may determine exercise this right on behalf of the Underwriters in order whole or from time to avoid fractional shares) that bears time in part by giving written notice not later than 30 days after the same proportion to 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 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 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 purchased 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby Subject to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, each Selling Stockholder at a purchase price of $30.00 __ per share (the "purchase price per share"), ) the number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 13 hereof)) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. The Company Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, upon the basis of the agreements of the Underwriters herein contained and 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanySelling Stockholders 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 at any time and from time to time prior to 5:00 9:00 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 Nasdaq National Market New York Stock Exchange is open for trading) (the "Option Expiration Date"), up to an aggregate of 1,312,500 709,028 Additional SharesShares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares.,

Agreements to Sell and Purchase. The Company hereby agrees, subject Subject to all the terms and conditions herein set forth hereinforth, (a) the Company agrees to issue and sell to each Underwriter and, upon the basis of the representationsUnderwriters, warranties and agreements each of the Company herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $30.00 per share 40.7425 (the "purchase price per share"“Purchase Price”), the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule I hereto and (or such number of Firm b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares increased as set forth in Section 10 hereof). The provided below, the Company also agrees, subject agrees to all the terms issue and conditions set forth herein, to sell to each of the Underwriters, and, upon the basis and each of the representationsUnderwriters agrees, warranties severally and agreements of the Company herein contained and subject to all the terms and conditions set forth hereinnot jointly, the Underwriters shall have the right to purchase from the Company, at the purchase price per sharePurchase Price, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date that portion of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Optional Shares as to which such election shall have been exercised (subject to such adjustments be adjusted by you so as you may determine in order to avoid eliminate fractional shares) that bears the same proportion to the determined by multiplying such number of Additional Optional Shares to be purchased by a fraction, the Underwriters as numerator of which is the maximum number of Firm Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto (or such and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 450,000 Optional Shares, at the Purchase Price, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares increased as provided for in Section 10 hereof) bears but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Firm SharesOptional Shares to be purchased and the date on which such Optional Shares are to be delivered (the “Option Closing Date”), as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. The Company hereby agrees that, without the prior written consent of Xxxxxxx, Sachs & Co. on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus Supplement, (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 sale of the Shares to the Underwriters, (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) the grant of options or other securities under stock plans as in effect on the date hereof, each as described in the Pricing Prospectus or (D) grants of options to purchase up to 150,000 shares of common stock as inducement grants pursuant to Nasdaq Rule 4350(i)(1)(iv), provided that none of such options becomes exercisable during the 90-day period referenced above and provided that the aggregate number of options or other securities granted under clauses (C) and (D) does not exceed the number of shares available for grant under the Company’s stock plans as of the date hereof.

Agreements to Sell and Purchase. The Company and the Selling Shareholder hereby agreesagree, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell the Firm Shares to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company and the Selling Shareholder at a purchase price of $30.00 ____ per share Share (the "purchase price per shareShare"), 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 adjusted pursuant to Section 10 11 hereof). The Company hereby also agrees, subject to all the terms and conditions set forth herein, agrees to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder 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, Company up to 225,000 Additional Shares at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 provided for in adjusted pursuant to Section 10 11 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell to 2,700,000 Firm Shares, (ii) each Underwriter 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, each UnderwriterSelling Stockholder agrees, severally and not jointly, agrees to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company, each Seller at a purchase price per share of $30.00 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) which bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such bears to the total number of Firm Shares increased as set forth in Section 10 hereof)Shares. The Company also agrees, subject to all the terms and conditions set forth herein, 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 conditions, (i) certain of the Selling Stockholders agree, severally and not jointly, to sell up to the number of Additional Shares set forth herein, opposite such Selling Stockholder's name in Schedule II hereto and (ii) the Underwriters shall have the right to purchase from the Companypurchase, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time severally and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading)not jointly, up to an aggregate of 1,312,500 660,000 Additional Shares from those Selling Stockholders who have agreed to sell Additional Shares, at the Purchase Price. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon 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 exercise such notice on behalf of the over-allotment optionUnderwriters 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), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. The maximum number of Additional Shares to be purchased from each such Selling Stockholder is set forth on Schedule II hereto. If less than the maximum number of Additional Shares are to be purchased hereunder, each of such Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional 3 Shares to be purchased by the Underwriters as the maximum number of Additional Shares to be sold by each of such Selling Stockholders bears to the total number of Additional Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company such Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters from such Selling Stockholders 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 provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares. The Sellers hereby agree, severally and not jointly, and 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 of the Company, pursuant to which each such person agrees not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such 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 180 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Company's existing stock option plan described in the Prospectus and (ii) the Company may issue shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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 UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 _____ per share Share (the "purchase price per shareShare"), the 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 II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Shareholder 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 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 each Selling Shareholder at the purchase price per Share, that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 Company and the Selling Shareholders. The Company Selling Shareholders listed in Part B of Schedule I hereto also agreesagree, 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 and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanySelling Shareholders listed in Part B of Schedule I hereto, at the purchase price per shareShare, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 555,000 Additional SharesShares from the Selling Shareholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I hereto). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Shareholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company 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 which bears the same proportion to the number of Additional Shares to be purchased by the Underwriters pursuant to such exercise of the over-allotment option as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Shareholders 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 "Custody Agreement") executed by each of the Selling Shareholders appointing ______________ and ______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the 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 shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all Upon the terms and conditions set forth herein, to (i) the Company agrees to, in accordance with this Agreement, issue and sell an aggregate of [•] shares of Common Stock to the Underwriters and (ii) each Underwriter andof the Selling Stockholders, upon severally and not jointly, agrees to sell, in accordance with this Agreement, an aggregate of [•] shares of Common Stock to the Underwriters, each Selling Stockholder selling the number of Selling Stockholder Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of each of the Company Company, the Subsidiary and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from the Company, Company and the Selling Stockholders at a purchase price of $30.00 [•] per share Share (the "“purchase price per share"Share”), 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)hereto. The Company Selling Stockholders also agreesagree, subject to all the terms severally and conditions set forth hereinnot 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 [•] Additional Shares at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company Selling Stockholders that proportion of the total 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 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 (or such bears to the total number of Firm Shares increased as provided for or, in Section 10 hereof) bears to the aggregate event of a partial exercise of the option, a smaller number of Firm SharesAdditional 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, in whole or in part, at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 [________] per share Share (the "purchase price per share"), the 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 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, the Selling Shareholder hereby 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 Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Selling Shareholder at the purchase price per share that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 Company and the Selling Shareholder. The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time (but not more than once) prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 506,600 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 number of Additional Shares to be purchased by the Underwriters as that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (( or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Company and the Selling Shareholder.

Agreements to Sell and Purchase. The Subject to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ per share (the "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 II hereto (or such number of Firm Shares increased as set forth in Section 10 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, each 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, severally and not jointly, to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares.9:00

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per Share (the "purchase price per share"), the 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 Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanyCompany and the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per share, pursuant to an a one-time option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 _______ Additional SharesShares from the Company and up to an aggregate of ________ shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon exercise of the over-allotment option shall be provided by the Company and by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which the Company and each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and Certificates in transferable form for the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional sharesincluding any Additional Shares) that bears which each of the same proportion Selling Stockholders agrees, severally and solely with respect to the number of Additional Shares to be purchased sold by such Selling Stockholder hereunder, 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 "Custody Agreement") executed by each of the Selling Stockholders appointing ____________ and ____________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares represented by the Underwriters certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the number Custody Agreement, irrevocable, and (iii) the obligations of Firm Shares set forth opposite the name Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Underwriter in Schedule I hereto (Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such number of Firm Shares increased as provided for in Section 10 hereof) bears Selling Stockholder shall be delivered to the aggregate number Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of Firm this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares., to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this

Agreements to Sell and Purchase. The Subject to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 _____ per share (the "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 II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Sellers. The Company also Subject to such adjustments as you may determine to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 also agrees, subject to the applicable terms and conditions set forth herein, 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 applicable terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 Additional Shares. 457,500 Additional Shares may be purchased only for the purpose of covering solely to cover over-allotments made in connection with the offering of the Firm Sharesallotments. Upon any exercise of the over-allotment 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 aggregate number of Additional Shares to be purchased issued and sold by the Underwriters Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers. The options (the "Options") exercisable for the Shares that Xxxxxx X. Xxxxxxxxx agrees to sell pursuant to this Agreement have been placed in custody with Registrar and Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by Xxxxxx X. Xxxxxxxxx appointing Xxxxxx X. Xxxxxxxxx, as agent and attorney-in-fact (the "Attorney-in-Fact"). Xxxxxx X. Xxxxxxxxx agrees that (i) the Shares represented by the Options exercisable for such Shares, held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and Xxxxxx, Inc. ("Xxxxxx"), (ii) the arrangements made by Xxxxxx X. Xxxxxxxxx for such custody are, except as specifically provided in the Custody Agreement, irrevocable and (iii) subject to the applicable terms of the agreements governing the Options, the obligations of Xxxxxx X. Xxxxxxxxx hereunder and under the Custody Agreement shall not be terminated by any act of Xxxxxx X. Xxxxxxxxx or by operation of law, whether by the death or incapacity of Xxxxxx X. Xxxxxxxxx or the occurrence of any other event. If Xxxxxx X. Xxxxxxxxx shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, subject to the applicable terms of the agreements governing the Options, certificates for the Shares to be held hereunder for Xxxxxx X. Xxxxxxxxx shall be delivered to the Underwriters by the Attorney-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorney-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. The Attorney-in-Fact represents that he or she is authorized, on behalf of Xxxxxx X. Xxxxxxxxx, to execute this Agreement and any other documents necessary or desirable in connection with the exercise of the Options deposited under the Custody Agreement and the sale of the Shares to be sold hereunder by Xxxxxx X. Xxxxxxxxx, to provide for the payment to the Company of the exercise price in respect of any Shares issued upon the exercise of the Options deposited under the Custody Agreement, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses or withholding taxes to be borne by Xxxxxx X. Xxxxxxxxx in connection with the sale and public offering of such Shares, to distribute the balance thereof to Xxxxxx X. Xxxxxxxxx, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. The Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Xxxxxx hereby agrees (i) to duly exercise the Xxxxxx Warrant (as defined in the Prospectus) and to deliver, or cause to be delivered, to the Underwriters on the Closing Date (as hereinafter defined), against payment therefor as herein contemplated, certificates for the Shares to be sold by Xxxxxx hereunder and (ii) to pay, or cause to be paid, the exercise price under the Xxxxxx Warrant to the Company out of the proceeds of the sale of such Shares to the Underwriters hereunder.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $__.00 per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Underwriter Selling Stockholder in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Company and the Selling Stockholders.

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations ------------------------------- and warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell to 4,000,000 Firm Shares, (ii) each Underwriter 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, each UnderwriterSelling Stockholder agrees, severally and not jointly, agrees to sell to the several Underwriters the number of Firm Shares equal to the number of Firm Shares set forth opposite such Selling Stockholder's name on Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company, each Seller at a purchase price per Share of $30.00 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) which bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such bears to the total number of Firm Shares increased as set forth in Section 10 hereof)Shares. The Company also agrees, subject to all the terms and conditions set forth herein, 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 conditions, (i) the Company and Finmeccanica, severally and not jointly, agree to sell at the Purchase Price up to the number of Additional Shares obtained by multiplying the aggregate number of Additional Shares to be sold on any Option Closing Date (as defined herein) times a fraction, the numerator of which is the aggregate number of Additional Shares set forth herein, opposite such Seller's name on Schedule II and the denominator of which is 1,092,900 and (ii) the Underwriters shall have the right to purchase from the Companypurchase, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time severally and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading)not jointly, up to an aggregate of 1,312,500 1,092,900 Additional SharesShares from the Company and Finmeccanica at the Purchase Price. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon 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 Attorney-in-Fact (as defined herein) within 30 days after the date of this Agreement. You shall give any exercise such notice on behalf of the over-allotment optionUnderwriters 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), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased on any Option Closing Date, each Underwriter, severally and not jointly, agrees to purchase from each of the Company and Finmeccanica the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) that which 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 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 increased as set forth in adjusted pursuant to Section 10 12 hereof). The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, 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, the Company also agrees to sell up to 231,825 Additional Shares to the Underwriters and certain Selling Shareholders identified in Schedule II hereto, severally and not jointly, agree to sell up to an aggregate of 98,175 Additional Shares (each to sell up to the number of Additional Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto) to the Underwriters and, the Underwriters shall have the one-time right for 30 days from the date upon which the Registration Statement is declared effective by the Commission to purchase from the Company, Company and such Selling Shareholders up to 330,000 Additional Shares at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any If the Underwriters exercise the right to purchase less than 330,000 Additional Shares, then (i) the Company agrees to sell the Underwriters a number of Additional Shares which bears the same proportion to the total number of Additional Shares specified in the notice to the Company and the Selling Shareholders and pursuant to Section 4 hereof as 231,825 bears to 330,000 and (ii) certain Selling Shareholders identified in Schedule II hereto agree to sell to the Underwriters the balance of the over-allotment optionAdditional Shares (the "Remaining Additional Shares") specified in such notice, and each such Selling Shareholder will sell a number of Remaining Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) which bears the same proportion to the total number of Remaining Additional Shares as the number of Additional Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto bears to 98,175. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, 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 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 increased as provided for in adjusted pursuant to Section 10 12 hereof) bears to the aggregate number of Firm Shares2,200,000.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon On the basis of the representations, warranties and agreements of the Company 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 UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 per share (Company 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 accordance with Section 7 hereof, at a purchase price of $[ ] per share. The initial public offering price of the Shares is not in excess of the price recommended by XX Xxxxx & Co., LLC, acting in its capacity as a "qualified independent underwriter" within the meaning of Rule 2720 (or such number "RULE 2720") of Firm Shares increased as set forth in Section 10 hereofthe Rules of Conduct of the National Association of Securities Dealers, Inc. (the "QIU"). The Company also agrees, subject is advised by you that the Underwriters intend (i) to all 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 and conditions set forth hereinin 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, to sell 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 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 to purchase purchase, severally and not jointly, from the Company, at ratably in accordance with the purchase price per sharenumber of Firm Shares to be purchased by each of them, pursuant to an option (all or a portion of the "over-allotment option") which Additional Shares as may be exercised at any time and from time necessary to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. Upon any exercise This option may be exercised by the Representatives together, on behalf of the over-allotment optionseveral Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, each Underwriter, severally and not jointly, agrees by written notice to purchase from the Company Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (subject such date and time being herein referred to such adjustments as you may determine in order the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to avoid fractional shares) that be sold to each Underwriter shall be the number which bears the same proportion to the 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 (or such bears to the total number of Firm Shares increased (subject, in each case, to such adjustment as provided for you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 7 hereof) bears to the aggregate number of Firm Shares.

Agreements to Sell and Purchase. The Subject to such adjustments in the allocation of Shares between Underwriters as you may determine in your capacity as Representatives in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same Subject to such adjustments in the allocation of Shares between Underwriters as you may determine in your capacity as Representatives in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanyCompany and the Selling Stockholders 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 at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on Certificates in transferable form for the 30th day after the date Shares (including any Additional Shares) which each of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up Selling Stockholders agrees to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made sell pursuant to this Agreement have been placed in connection custody with the offering of Company (the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares."Custodian")

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the terms and conditions set forth hereinhereof, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of (i) the Company herein contained and subject to all the terms and conditions set forth herein, each UnderwriterSelling Stockholders agree, severally and not jointly, agrees to sell to the Underwriters, at a price of $ ________ per Share (the "Purchase Price"), the Company Shares and the Selling Stockholder Shares, respectively; and (ii) each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price of $30.00 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 (or such number hereto. On the basis of Firm Shares increased as set forth the representations and warranties contained in Section 10 hereof). The Company also agreesthis Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Company agrees to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 375,000 Option 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 to purchase from the Companypurchase, at the purchase price per shareseverally and not jointly, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares375,000 Option Shares at the Purchase Price. Additional Option Shares may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionOption Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine in order to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Option 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 provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares. For a period of 180 days from the date this Agreement becomes effective, the Company 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 4 described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that this clause shall not apply to the transactions expressly contemplated hereby, the issuance of the Warrants pursuant to the Warrant Agreement dated June __, 1998 between the Company and the purchasers party thereto and the granting of options for shares of Common Stock and involving the Shares the sales of shares of Common Stock to the Company's employees pursuant to the exercise of options under those employee benefit plans described in the Prospectus and provided further, however, that the Company may issue shares of Common Stock ("Acquisition Shares") during such period in connection with acquisitions of business so long as the purchaser of such Acquisition Shares agrees to be bound by a lock-up letter in form and substance satisfactory to you pursuant to which such purchaser agrees with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Acquisition Shares at any time before the expiration of such 180 day period and the certificates evidencing such Acquisition Shares bear a legend to such effect. For a period of 180 days from the date this Agreement becomes effective, the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters, file 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 Company's employee benefit plans described in the Prospectus and provided further, however, that the Company may issue shares of Common Stock ("Acquisition Shares") during such period in connection with acquisitions of business so long as the purchaser of such Acquisition Shares agrees to be bound by a lock-up letter in form and substance satisfactory to you pursuant to which such purchaser agrees with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Acquisition Shares at any time before the expiration of such 180 day period and the certificates evidencing such Acquisition Shares bear a legend to such effect.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $56.07 per Share (the "Purchase Price Per Share"), the number of Firm Shares which bears the same proportion to the total number of Firm Shares being sold by the Company (6,000,000) as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 Company and the Selling Stockholders (8,030,187). Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder severally 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price Purchase Price Per Share the number of $30.00 per share (Firm Shares which bears the "purchase price per share"), same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders (8,030,187). The Company and the Selling Stockholders also agreesseverally agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanyCompany and the Selling Stockholders, at the purchase price per sharePurchase 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 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus prospectus supplement relating to the offering of the Shares (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 and the Nasdaq National Market is are open for trading), up to 900,000 Additional Shares of Class A Common Stock from the Company and an aggregate of 1,312,500 304,528 Additional Shares. Shares of Class A Common Stock from the Selling Stockholders as set forth on Schedule I. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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) , each Underwriter, severally and not jointly, agrees first to purchase from each of the Selling Stockholders, in proportions equal to those of the maximum numbers of Additional Shares made available by the Selling Stockholders for the over-allotment option, at the Purchase Price Per Share, that number of Additional Shares which bears the same proportion to the total number of Additional Shares being sold by such party pursuant to be purchased by the Underwriters over-allotment option as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders (8,030,187) and second, to purchase from the Company, in proportions equal to those of the maximum number of Additional Shares made available by the Company for the over-allotment option, at the Purchase Price Per Share, that number of Additional Shares which bears the same proportion to the total number of Additional Shares being sold by the Company pursuant to the over-allotment option as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 Company and the Selling Stockholders (8,030,187). Certificates in transferable form for the Shares which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with BankBoston, N.A. (the "Custodian") for delivery under this Agreement pursuant to one or more Custody Agreements and Powers of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Anthony J. Bolland, Roy F. Coppedge, III and Richard Wallace as xxxxxx xxx xxxxxxxxs-ix-xxxx (xxx "Xttorneys-in-Xxxx"). Xxxx Xxlling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event, shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees, subject Subject to all the terms and conditions herein set forth hereinforth, to issue the Company and sell to each Underwriter 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, each UnderwriterSelling Stockholders agree, severally and not jointly, agrees to sell to you and each of you agree, severally and not jointly, to purchase from the Company, and each of the Selling Stockholders, at a purchase price of $30.00 _______ per share (the "purchase price per share")Firm Share, the number of 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 the Company and each of the Selling Stockholders as set forth opposite the name of such Underwriter their respective names in Schedule I hereto (or such by a fraction, the numerator of which is the aggregate number of Firm Shares increased to be purchased by each of you as set forth opposite your respective names in Section 10 hereof)Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased from the Company and the Selling Stockholders hereunder. The Company also agrees, subject Subject to all the terms and conditions herein set forth hereinforth, the Company agrees to sell to the Underwritersyou, 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 you shall have the right to purchase from the Company, up to 217,593 Additional Shares at the a purchase price of $_____ per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional SharesShare. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each Underwriterof you, severally and not jointlyseverally, agrees to purchase from the Company the number of Additional Shares that proportion (subject to such adjustments as you may both determine in order to avoid fractional sharesAdditional Shares) that bears the same proportion to of the number of Additional Shares to be purchased by the Underwriters as which the number of Firm Shares set forth opposite the your name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as provided for in Section 10 hereof) II bears to the aggregate number of Firm SharesShares to be purchased from the Company and the Selling Stockholders hereunder. Additional Shares may be purchased at any time and from time to time on or before the thirtieth business day following the date of this Agreement upon written notice from you to the Company specifying the number of Additional Shares to be purchased. You will offer the Shares for sale at the initial public offering price set forth on the cover of the Prospectus. After the initial public offering, you may from time to time increase or decrease the public offering price, in your sole discretion, by reason of changes in general market conditions or otherwise.

Agreements to Sell and Purchase. The 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, to issue and sell to each U.S. Underwriter 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, each UnderwriterU.S. Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 ____ per share Share (the "purchase price per share"), the 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 U.S. Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each U.S. Underwriter 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, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, at the purchase price per share, the number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II 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 Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the U.S. Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the U.S. Underwriters shall have the right to purchase from the CompanySelling Stockholders listed in Part B of Schedule I hereto, at the purchase price per share, pursuant to an option (the "over-over- allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 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 Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 1,065,000 Additional SharesShares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which 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). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company each Selling Stockholder 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 which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters each Selling Stockholder 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First Union National Bank of North Carolina (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxxxx Xxxxxxxxxxx and Xxxxx X. Xxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Stockholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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. 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 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 United States or Canada or to anyone other than a U.S. or Canadian Person, and (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. The 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, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[________] per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Shareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, the Selling Shareholder 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 Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from the Company, Selling Shareholder at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Underwriter Selling Shareholder in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Company and the Selling Shareholder.

Agreements to Sell and Purchase. The Subject to any adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 ___ per share (the "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 II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of shares to be sold by the Company and the Selling Stockholders. Subject to any adjustments as you may determine to avoid fractional shares, each Selling Stockholder hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at the purchase price per share, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of shares to be sold by the Company and the Selling Stockholders. The Company also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares.be

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter Manager 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, each UnderwriterManager agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ per share Share (the "purchase price per 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 II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, each Manager 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 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each UnderwriterManager, severally and not jointly, agrees to purchase from each Selling Stockholder, at the Company purchase price per share, the number of Additional Firm Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the number of Additional Firm Shares to be purchased by set forth opposite the Underwriters name of such Selling Stockholder in Schedule I hereto 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First Union National Bank of North Carolina (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxxxx Xxxxxxxxxxx and Xxxxx X. Xxxxx, as agents and attorneys-in- fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Stockholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets 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, dissolution, winding up or distribution of assets or other event. Each Attorney- in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees, subject agrees to all the terms and conditions set forth herein, to issue and sell to each Underwriter andthe several Underwriters, and the Underwriters, 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, each Underwriteragree, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 per share (Company the "purchase price per share"), the number respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number opposite their names at $____ a share -- the purchase price. On the basis of Firm Shares increased as set forth the representations and warranties contained in Section 10 hereof). The Company also agreesthis Agreement, and subject to all the its terms and conditions set forth hereinconditions, the Company and the Selling 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 a one-time right to purchase from the Companypurchase, severally and not jointly, up to 600,000 Additional Shares 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Sharesprice. Additional Shares may be purchased only from the Company and the Selling Shareholders (in such amounts as are set forth in Schedule III hereto) and as provided in Section 6 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order 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 (or such bears to the total number of Firm Shares. If any Additional Shares increased as provided for in Section 10 hereof) bears are to be purchased, such Additional Shares shall first be purchased from the Selling Shareholders on a pro rata basis (based upon the aggregate number of Firm Additional Shares that may be purchased from the Selling Shareholders) until all such Additional Shares to be sold by the Selling Shareholders, as set forth in Schedule III hereto, have been purchased, and the remaining Additional Shares, if any, shall be purchased from the Company. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated, it will not (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 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 (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 the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise for a period of 90 days after the date of the Prospectus, other than (i) the Shares to be sold hereunder, (ii) 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 described in the Prospectus or (iii) the issuance by the Company of shares of Common Stock or options pursuant to stock 14 13 option or employee benefit plans of the Company as such plans are in effect on the date of the Prospectus.

Agreements to Sell and Purchase. (a) The Company Selling Stockholder hereby agrees, subject agrees to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, upon on the basis of the representations, warranties and agreements of the Company set forth herein contained and subject to all the terms and conditions set forth herein, each Underwriteragrees, severally and not jointly, to purchase at a price per share of $29.40 (the “Purchase Price”) from the Selling Stockholder the number of Underwritten Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Selling Stockholder by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Selling Stockholder hereunder. In addition, the Selling Stockholder agrees to purchase sell, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company, Selling Stockholder the Option Shares at a purchase price of $30.00 the Purchase Price less an amount per share (equal to any dividends or distributions declared by the "purchase price per share")Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Firm Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten 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). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 provided for in Section 10 12 hereof) bears to the aggregate number of Firm SharesUnderwritten Shares being purchased from the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of [$_____] per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-over- allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M.9:00 p.m., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 330,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-over- allotment 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 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 II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares. Certificates in transferable form for the Shares which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with ChaseMellon Shareholder Services, L.L.C. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Subject to such adjustments as the Underwriters may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 18.00 per share (the "purchase price per share"), the 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 10 13 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each 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 such Selling Stockholder 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 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriterseach Underwriter, 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 each Underwriter shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq NASDAQ National Market is open for trading), up to an aggregate of 1,312,500 450,000 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you the Underwriter may determine in order to avoid fractional shares) that which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters 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 provided for set forth in Section 10 14 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders also agree, 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter shall have the right to purchase from the Selling Stockholders, 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 (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the NASDAQ National Market is open for trading), up to an aggregate of 840,000 Additional Shares from the Selling Stockholders. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholders the number of Additional Shares (subject to such adjustments as the Underwriter may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder 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 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with the Company as custodian (the "Custodian") for delivery under this Agreement pursuant to the custody agreement (the "Custody Agreement") executed by each of the Selling Stockholders. Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Stockholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Custodian in accordance with the terms and condition of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding, distribution of assets or other event had not occurred, regardless of whether or not the Custodian or any Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. The Custodian is authorized, on behalf of each of the respective Selling Stockholders, to make delivery of the certificates for such Shares and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. The Custodian agrees to perform its duties under the Custody Agreement.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[00.00] per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, 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 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 191,250 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise Certificates in transferable form for the Shares which each of the over-allotment option, each Underwriter, severally and not jointly, Selling Stockholders agrees to purchase from 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 "Custody Agreement") executed by each of the Selling Stockholders appointing and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the number arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of Additional the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares (subject to hereunder, certificates for the Shares of such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion Selling Stockholder shall be delivered to the number Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of Additional this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be purchased sold hereunder by such Selling Stockholder, to make delivery of the Underwriters as certificates for such Shares, to receive the number proceeds of Firm Shares set forth opposite the name sale of such Underwriter Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in Schedule I hereto (connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or such number of Firm Shares increased as provided for desirable in Section 10 hereof) bears connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Firm SharesCustody Agreement.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_______ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company Those Selling Stockholders identified in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Companysuch Selling Stockholders identified in Part B of Schedule I hereto, at the purchase price per share, pursuant to an a one-time option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 330,000 Additional SharesShares (the maximum number of Additional Shares which each such Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the each Selling Stockholder who has agreed to sell Additional Shares that 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 number of Additional Shares to be purchased sold by the Underwriters such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees, severally and solely with respect to the Shares to be sold by such Selling Stockholder hereunder, 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 Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Robexx X. Xxxxxxxx xxx Davix X. Xxxxxxxx xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 _______ per share Share (the "purchase price per share"), the 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 II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 Company and the Selling Stockholders. The Company Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanySelling Stockholders 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 at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 690,000 Additional SharesShares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company each Selling Stockholder 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 which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders 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 "Custody Agreement") executed by each of the Selling Stockholders appointing ______________ and ______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Stockholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees(a) On the basis of the representations and warranties herein contained, but subject to all the terms and conditions set forth hereinhereinafter stated, (i) the Company agrees to issue and sell to the Underwriters the Company Initial Shares and each Underwriter 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, each UnderwriterUnderwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 per share (the "purchase price per share"), Company 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 (or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also agrees, subject to all ii) the terms and conditions set forth herein, to sell 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 to purchase from the Company, at the purchase price per share, pursuant to an option (the "overany Company Top-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for tradingUp Underwritten Shares), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, 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 Company the number of Additional Shares Forward Seller (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion with respect to the 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 under the heading “Number of Borrowed Underwritten Shares To Be Purchased,” in each case, at the purchase price per share of Common Stock of $50.50 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm Shares“Purchase Price”).

Agreements to Sell and Purchase. The Company hereby agreesagrees to sell the Firm Shares, subject and each Selling Shareholder hereby agrees to all the terms sell such number of Firm Shares and conditions Additional Shares as is set forth hereinopposite such Selling Shareholder's name on Schedule II hereto, to issue and sell to each Underwriter 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 UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 per share (Company and the "purchase price per share"), Selling Shareholders the aggregate 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 adjusted pursuant to Section 10 hereof), at a purchase price of $__________ per Share (the "purchase price per Share"). The Company In addition, each Selling Shareholder also agrees, subject to all the terms and conditions set forth herein, 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 upon which the Registration Statement is declared effective by the Commission to purchase from the CompanySelling Shareholders up to 337,500 Additional Shares, at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (orFirm Shares. The Additional Shares shall, if such 30th day shall be a Saturday or Sunday or a holidaypurchased, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only solely for the purpose of or covering over-allotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each UnderwriterUnderwriter agrees, 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 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 increased as provided for in adjusted pursuant to Section 10 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell to 2,000,000 Firm Shares, (ii) each Underwriter 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, each UnderwriterSelling Stockholder agrees, severally and not jointly, agrees to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company, each Seller at a purchase price of $30.00 per share of $ (the "purchase price per sharePurchase Price"), ) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such bears to the total number of Firm Shares increased as set forth in Section 10 hereof)Shares. The Company also agrees, subject to all the terms and conditions set forth herein, 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 conditions, (i) the Company agrees to issue and sell up to Additional Shares, (ii) certain of the Selling Stockholders agree, severally and not jointly, to sell up to the number of Additional Shares set forth herein, opposite such Selling Stockholder's name in Schedule II hereto and (iii) the Underwriters shall have the right to purchase from the Companypurchase, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time severally and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading)not jointly, up to an aggregate of 1,312,500 600,000 Additional Shares from the Company and those Selling Stockholders who have agreed to sell Additional Shares, at the Purchase Price. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon 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 exercise such notice on behalf of the over-allotment optionUnderwriters 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), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. The maximum number of Additional Shares to be purchased from each such Selling Stockholder is set forth on SCHEDULE II hereto. If less than the maximum number of Additional Shares are to be purchased hereunder, each of the Company and such Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the maximum number of Additional Shares to be sold by each of the Company or such Selling Stockholders bears to the total number of Additional Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company and such Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) that which bears the same proportion to the total number of Additional Shares to be purchased by from the Underwriters Company and such Selling Stockholders 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 provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares. The Sellers hereby agree, severally and not jointly, and 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 of the Company, pursuant to which each such person agrees not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such 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 Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Company's existing stock option plan described in the Prospectus and (ii) the Company may issue shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____________ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 880,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 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 II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $__________ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Shareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, the Selling Shareholder hereby 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 Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from the Company, Selling Shareholder at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholder. The Company also 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 and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised in whole or in part at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 390,000 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 number of Additional Shares to be purchased sold by the Underwriters Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholder. Certificates in transferable form for the Shares which the Selling Shareholder agrees to sell pursuant to this Agreement have been placed in custody with the transfer agent for the Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by the Selling Shareholder appointing [R. Stevxx Xxxxxx, Xxugxxx X. Xxxxx, Xxnaxx X. Xxxxxxxx xxx ______________] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). The Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters and the Company, (ii) the arrangements made by the Selling Shareholder for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholder hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the dissolution of the Selling Shareholder or the occurrence of any other event. If the Selling Shareholder shall be dissolved or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such dissolution or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such dissolution or other event. Each Attorney-in-Fact is authorized, on behalf of the Selling Shareholder, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, 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.

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to issue and sell to each Underwriter andthe Initial Purchasers, 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, each UnderwriterInitial Purchasers agree, severally and not jointly, agrees to purchase from the CompanyCompany (i) the Senior Notes in the respective principal amounts set forth opposite their names on Schedule I hereto, plus such amount as they may individually become obligated to purchase pursuant to Section 9 hereof, at a purchase price equal to 98.588% of $30.00 per share the principal amount of the Senior Notes, together with accrued interest, if any, to the Closing Date (the "Senior Note - 2 - Purchase Price") and (ii) the Senior Subordinated Notes in the respective principal amounts set forth opposite their names on Schedule II hereto, plus such amount as they may individually become obligated to purchase pursuant to Section 9 hereof, at a purchase price per shareequal to 97.869% of the principal amount of the Senior Subordinated Notes, together with accrued interest, if any, to the Closing Date (the "Senior Subordinated Note Purchase Price" and, together with the Senior Note Purchase Price, the "Purchase Price"). The Initial Purchasers will offer the Senior Notes to Eligible Purchasers initially at a price equal to 99.962% of the principal amount thereof. The Initial Purchasers will offer the Senior Subordinated Notes to Eligible Purchasers initially at a price equal to 99.612% of the principal amount thereof. Such prices may be changed at any time without notice. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Securities purchased hereunder on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser reasonably believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIBs") and (ii) to persons permitted to purchase the Securities in offshore transactions in reliance upon Regulation S under the Act (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and (ii) being referred to herein as the "Eligible Purchasers"). Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), to be dated the number Closing Date, in substantially the form of Firm Shares set forth opposite Exhibit A hereto, for so long as such Securities constitute "Transfer Restricted Securities" (as defined in the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereofRegistration Rights Agreement). The Company also agrees, subject to all the terms and conditions set forth herein, to sell Pursuant to the UnderwritersRegistration Rights Agreement, and, upon the basis of the representations, warranties and agreements of the Company herein contained will agree to file with the Securities and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option Exchange Commission (the "over-allotment optionCommission") which may under the circumstances set forth therein, a registration statement (the "Registration Statement") relating to the Securities and to use its commercially reasonable efforts to cause such Registration Statements to be exercised at any time declared and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only remain effective and usable for the purpose of covering over-allotments made periods specified in connection with the offering of Registration Rights Agreement. This Agreement, the Firm Shares. Upon any exercise of Indenture, the over-allotment optionSecurities, each Underwriter, severally and not jointly, agrees the Registration Rights Agreement are hereinafter sometimes referred 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 bears the same proportion to the number of Additional Shares to be purchased by the Underwriters collectively 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares"Operative Documents."

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of but subject to the conditions herein set forth, (a) the Company herein contained hereby agrees to sell to the several Underwriters, and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 per share (Company the "purchase price per share"), the respective number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (or such number of Firm Shares increased b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as set forth in Section 10 hereof). The provided below, the Company also agrees, subject to all the terms and conditions set forth herein, agrees to sell to the several Underwriters, andand each Underwriter agrees, upon the basis of the representationsseverally and not jointly, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per shareSecurity set forth in clause (a) of this Section 2, pursuant that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 450,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an option (amount per Security equal to any dividends or distributions declared by the "over-allotment option") which Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised at any time and only by written notice from time you to time prior to 5:00 P.M.the Company, New York City time, on the 30th day given within a period of 30 calendar days after the date of the Prospectus (orthis Agreement, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set setting forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm SharesOptional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, each UnderwriterSelling Shareholder, severally and not jointly, agrees to sell to each Manager and each Manager agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, at a purchase price of $30.00 [____] 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 increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter Selling Shareholder in Schedule I hereto as the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Selling Shareholders. Certificates in transferable form for the 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"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers, 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 hereunder and completion of the transactions contemplated hereby, certificates for the Shares of such Selling Shareholder shall be 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 Manager shall have received notice of such death, incapacity, dissolution, liquidation, termination or other event.

Agreements to Sell and Purchase. The Company hereby agrees, subject Subject to all the terms and conditions herein set forth hereinforth, (a) the Company agrees to issue and sell to each Underwriter and, upon the basis of the representationsUnderwriters, warranties and agreements each of the Company herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 US$[●] per share (the "purchase price per share")ADS, the number of Firm Shares ADSs (to be adjusted by you so as to eliminate fractional shares) set forth opposite the name of such Underwriter in Schedule I hereto and (or such number of Firm Shares increased b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional ADSs as set forth in Section 10 hereof). The provided below, the Company also agrees, subject to all the terms issue and conditions set forth herein, to sell to each of the Underwriters, and, upon the basis and each of the representationsUnderwriters agrees, warranties severally and agreements of the Company herein contained and subject to all the terms and conditions set forth hereinnot jointly, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant ADSs set forth in clause (a) of this Section 2 (provided that the purchase price per Optional ADSs shall be reduced by an amount per ADS equal to an option (any dividends or distributions declared by the "over-allotment option") which may be exercised at any time Company and from time to time prior to 5:00 P.M., New York City time, payable on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, Firm ADSs but not payable on the next business day thereafter when the Nasdaq National Market is open for tradingOptional ADSs), up to an aggregate that portion of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares Optional ADSs as to which such election shall have been exercised (subject to such adjustments be adjusted by you so as you may determine in order to avoid eliminate fractional shares) that bears the same proportion to the determined by multiplying such number of Additional Shares to be purchased Optional ADSs by a fraction, the Underwriters as numerator of which is the maximum number of Firm Shares Optional ADSs which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto (or such and the denominator of which is the maximum number of Optional ADSs that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to [●] Optional ADSs, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares increased as ADSs, provided for in Section 10 hereof) bears that the purchase price per Optional ADS shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm ADSs but not payable on the Optional ADSs. Any such election to purchase Optional ADSs may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Firm SharesOptional ADSs to be purchased and the date on which such Optional ADSs are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Company agrees to issue and sell to the Underwriters 2,000,000 Firm Shares and the Selling Shareholders severally and not jointly agree to sell to the Underwriters 1,500,000 Firm Shares, at a price of $_____ per Share (the "Purchase Price"); and (ii) each Underwriter 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, each Underwriteragrees, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of $30.00 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 (or such number II hereto. On the basis of Firm Shares increased as set forth the representations and warranties contained in Section 10 hereof). The Company also agreesthis Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Company agrees to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 525,000 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 to purchase from the Companypurchase, at the purchase price per shareseverally and not jointly, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 525,000 Additional SharesShares at the Purchase Price. Additional Shares may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine in order 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) II bears to the aggregate total number of Firm Shares. The Company is advised by you that the Underwriters propose to make a public offering of their prospective portions of the Shares as soon after the Registration Statement and this Agreement become effective as in your judgment is advisable. The Company is further advised that the Underwriters propose to offer the Shares to the public initially at $____ per share and to certain dealers selected by you at a price that represents a concession not in excess of $____ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession not in excess of $____ a share, to any Underwriter or to certain other dealers. The Company is further advised that after the initial public offering, the price to the public, the concession and the discount to dealers may be changed. For a period of 180 days from the date this Agreement becomes effective, the Company 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 (other than 1,356,998 shares of Common Stock issuable pursuant to the 1987, 1991 and 1994 Stock Option Plans described in the Prospectus and 183,690 shares of Common Stock issuable under the Stock Purchase Plan described in the Prospectus), 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 such other securities, in cash or otherwise. For a period of 180 days from the date this Agreement becomes effective, the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters, file 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. For a period of 180 days from the date this Agreement becomes effective, the Selling Shareholders 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 such other securities, in cash or otherwise; provided, however, that this clause shall not apply to the transactions expressly contemplated hereby involving the Firm Shares or to transfers of Common Stock to partnerships, limited liability companies, trusts or similar entities organized for the exclusive benefit of family members of the grantors and beneficiaries of the Selling Shareholders 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. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share (the "Purchase Price Per Share"), the number of Firm Shares which bears the same proportion to the Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price Purchase Price Per Share that number of $30.00 per share (Firm Shares which bears the "purchase price per share"), same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, Company at the purchase price per sharePurchase Price Per Share, pursuant to an option (the "over-allotment option") which ), up to an aggregate of 172,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The over-allotment option may be exercised as to all or any part of the Additional Shares at any time and from time to time prior to 5:00 P.M.the Closing Date, but on only one (1) occasion after the Closing Date, upon written notice given as provided below at any time prior to 9:00 p.m., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading). Smitx Xxxxxx Xxx. may exercise the over- allotment option by giving written notice of such exercise to the Company by facsimile at (202) 000-0000 xx to the address specified in Section 15 hereof, up to an aggregate setting forth the number of 1,312,500 Additional Shares. Additional Shares may be purchased only as to which the several Underwriters are exercising the option and the time and date for the purpose delivery of covering over-allotments made in connection with the offering of the Firm and payment for such Additional Shares. Upon any exercise of the over-allotment 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 Certificates in order transferable form for the Shares which each of the Selling Stockholders agrees to avoid fractional sharessell 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 "Custody Agreement") executed by each of the Selling Stockholders appointing Ron X. Xxxxxx xxx Harrx X. Xxxxxxx xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that bears (i) the same proportion Shares represented by the certificates held in custody pursuant to the number Custody Agreement are subject to the interests of Additional the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be purchased sold hereunder by such Selling Stockholder, to make delivery of the Underwriters as certificates for such Shares, to receive the number proceeds of Firm Shares set forth opposite the name sale of such Underwriter Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in Schedule I hereto (connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or such number of Firm Shares increased as provided for desirable in Section 10 hereof) bears connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Firm SharesCustody Agreement.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all Upon the terms and conditions set forth herein, to (i) the Company agrees to, in accordance with this Agreement, issue and sell an aggregate of [ ] Company ADSs to the Underwriters and (ii) each Underwriter andof the Selling Shareholders, upon whether pursuant to this agreement and/or the Selling Shareholder Agreement, severally and not jointly, agrees to sell, in accordance with this Agreement, an aggregate of [ ] Selling Shareholder ADSs to the Underwriters, each Selling Shareholder selling the number of Selling Shareholder ADSs set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of each of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company and the Selling Shareholders at a purchase price of $30.00 [ ] per share ADS (the "“purchase price per share"ADS”), the number of Firm Shares Securities 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)hereto. The Company Selling Shareholders also agreesagree, subject whether pursuant to all this agreement and/or the terms Selling Shareholder Agreement, severally and conditions set forth hereinnot jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Selling Shareholders herein contained or contained in the Selling Shareholder Agreement, and subject to all the terms and conditions set forth hereinherein and therein, the Underwriters shall have the right to purchase for 30 days 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on to purchase from the next business day thereafter when the Nasdaq National Market is open for trading)Selling Shareholders, up to an aggregate of 1,312,500 [ ] Additional SharesSecurities at the purchase price per ADS for the Additional Securities. The Additional Shares Securities may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm SharesSecurities. Upon If any exercise of the over-allotment optionAdditional Securities are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company Selling Shareholders that proportion of the total 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 number of Additional Shares to be Securities then being purchased by the Underwriters as which the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm SharesAdditional Securities or, in the event of a partial exercise of the option, a smaller number of Additional Securities that reflects the pro rata reduction in the number of Additional Securities to be sold in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional ADSs). The option to purchase Additional Securities may be exercised, in whole or in part, at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each UnderwriterU.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ ___ per share (the "purchase price per 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 in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also agreesUpon the basis of the representations, warranties and agreements contained herein 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 Stockholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at the Underwriterspurchase price per share, and, upon the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II 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 Company and the Selling Stockholders. 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 Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M.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 Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 2,520,000 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise Certificates in transferable form for the Shares that each of the over-allotment option, each Underwriter, severally and not jointly, Selling Stockholders agrees to purchase from sell pursuant to this Agreement have been placed in custody with [Name of Custodian] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing _____________ and ___________ as agents and attorneys-in-fact (the "Attorneys- in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the number arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of Additional the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares (subject to hereunder, or if the Selling Stockholder is not a natural person, if such adjustments as you may determine in order to avoid fractional shares) that bears selling Stockholder shall dissolve, wind up, distribute assets or if any other event affecting the same proportion legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the number Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of Additional this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be purchased sold hereunder by such Selling Stockholder, to make delivery of the Underwriters as certificates for such Shares, to receive the number proceeds of Firm Shares set forth opposite the name sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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. 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 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 United States or Canada or to anyone other than a U.S. or Canadian Person and (iii) any offer of Shares in Schedule I hereto (or 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 number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm Sharesoffer is made.

Agreements to Sell and Purchase. The Company hereby agrees, subject agrees to all sell the terms and conditions Company Firm Share number of Shareholder Firm Shares as is set forth hereinopposite such Selling Shareholder's name on Schedule II hereto, to issue and sell to each Underwriter 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 UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 per share (Company and the "purchase price per share"), Selling Shareholders 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 adjusted pursuant to Section 10 hereof), at a purchase price of $_____ per Share (the "purchase price per Share"). The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon 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 upon which the Registration Statement is declared effective by the Commission to purchase from the CompanyCompany or the Selling Shareholders, from time to time, and the Company and the Selling Shareholders agree to sell to the Underwriters subject to the conditions set forth below, any or all of the Additional Shares at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (orFirm Shares. The Additional Shares shall, if such 30th day shall be a Saturday or Sunday or a holidaypurchased, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each UnderwriterUnderwriter agrees, 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 provided for in adjusted pursuant to Section 10 hereof) bears to the aggregate total number of Firm Shares. Of the Additional Shares, the Selling Shareholders will, at their sole discretion, sell up to 200,000 shares and the Company will sell up to 400,000 shares, plus any of the 200,000 shares that the Selling Shareholders elect not to sell. The exercise of the Underwriters over-allotment option as to only a portion of the Additional Shares will not affect the right of the Selling Shareholders to elect to sell up to 200,000 such Additional Shares.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each UnderwriterU.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ per share (the "purchase price per 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 in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. The Company also agreesUpon the basis of the representations, warranties and agreements contained herein 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 agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from each Selling Shareholder, at the Underwriterspurchase price per share, and, upon the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II 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 Company and 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 Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M.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 Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 Additional Shares. [ ] Additional Shares may be purchased only for from the purpose of covering over-allotments made in connection with the offering of the Firm SharesCompany. Upon any exercise of the over-allotment option, each U.S. 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 bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters Company 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company. Certificates in transferable form for the Shares that each of the Selling Shareholders 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 "Custody Agreement") executed by each of the Selling Shareholders appointing and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to 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 shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, 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. 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 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 United States or Canada or to anyone other than a U.S. or Canadian Person, and (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. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanySelling Stockholders 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 at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 255,000 Additional SharesShares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company each Selling Stockholder 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 which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with Norwest Bank Minnesota, N.A. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxx X. Xxxxxxx and Xxxx X. Xxxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each UnderwriterManager and each Manager agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 ______ per share (the "purchase price per share"), the number of Firm Shares that bears the same proportion to the aggregate number of Shares to be issued and sold by the Company as the number of 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 10 12 hereof). The Company also agrees, subject to all the terms and conditions set forth herein, to sell ) bears to the Underwriters, and, upon aggregate number of Shares to be sold by the Company and 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Underwriters shall have the right each Selling Shareholder agrees to sell to each Manager and each Manager agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter Selling Shareholder in Schedule I hereto as the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. Certificates in transferable form for the Shares that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with State Street Bank and Trust Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing J. Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx, as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers, 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 shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets 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, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, 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. Each Manager represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of any 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 Prospectus in the United States or Canada or to any U.S. or Canadian Person, and (iii) any offer of Shares will be made only pursuant to an exemption from the requirement to file a prospectus in, or in compliance with the laws of, the relevant jurisdiction in which such offer is made.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each UnderwriterU.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 _____ per share (the "purchase price per 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 U.S. Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also agreesUpon the basis of the representations, warranties and agreements contained herein 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 Stockholder agrees, severally and not jointly, to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at the Underwriterspurchase price per share, and, upon the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II 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 Company and the Selling Stockholders. 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 Stockholders also agree to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the CompanySelling Stockholders, at the purchase price per share, pursuant to an option (the "over-over- allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M.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 Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 2,400,000 Additional Shares. The maximum number of Additional Shares that each Selling Stockholder agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Schedule I hereto. The number of Additional Shares that the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder in proportion to the respective maximum number of Additional Shares that each Selling Stockholder has agreed to sell. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company each Selling Stockholder 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 number of Additional Shares to be purchased sold by the Underwriters such Selling Stockholder 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Company and the Selling Stockholders. 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 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 United States or Canada or to anyone other than a U.S. or Canadian Person, and (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. The Company hereby agrees, subject Subject to all the terms and conditions herein set forth hereinforth, (a) the Company agrees to issue and sell to each Underwriter and, upon the basis of the representationsUnderwriters, warranties and agreements each of the Company herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriters agrees, severally and not jointly, agrees to purchase from the Company, at a the purchase price of $30.00 per share (the "purchase price per share")set forth in Schedule III hereto, the number principal amount of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto hereto, and (or such number of Firm Shares increased b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as set forth in Section 10 hereof). The provided below, the Company also agrees, subject agrees to all the terms issue and conditions set forth herein, to sell to each of the Underwriters, and, upon the basis and each of the representationsUnderwriters agrees, warranties severally and agreements of the Company herein contained and subject to all the terms and conditions set forth hereinnot jointly, the Underwriters shall have the right to purchase from the Company, at the same purchase price per shareset forth in clause (a) of this Section 2, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date that portion of the Prospectus aggregate principal amount of the Optional Securities as to which such election shall have been exercised (or, if such 30th day shall to be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for tradingadjusted by you so as to eliminate fractions of $1,000), up to an determined by multiplying such aggregate principal amount of 1,312,500 Additional Shares. Additional Shares may be purchased only for Optional Securities by a fraction, the purpose numerator of covering over-allotments made in connection with which is the offering maximum aggregate principal amount of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees Optional Securities that such Underwriters is entitled 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 bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule I hereto and the denominator of which is the maximum aggregate principal amount of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to $22,500,000 aggregate principal amount of Optional Securities, at the purchase price set forth in clause (a) of the first paragraph of this Section 2 for the sole purpose of covering sales of Securities in excess of the aggregate principal amount of Firm Securities. Any such election to purchase Optional Securities may only be exercised once, must settle within 12 calendar days after the First Closing Date and must be exercised by written notice from the Representatives to the Company setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives which shall in no event be earlier than the First Closing Date (as defined in Section 5 hereof). The Company hereby agrees that, without the prior written consent of the Underwriters, it will not, during the period ending 75 days after the date of the Prospectus, (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 securities of the Company that are substantially similar to the Securities or the Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Securities or Stock; (ii) file any registration statement with the Commission relating to the offering of any securities of the Company that are substantially similar to the Securities or the Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Securities or Stock; or (iii) 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 Securities or the Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Securities, Stock or such number of Firm Shares increased as provided for other securities, in Section 10 hereof) bears cash or otherwise. The foregoing sentence shall not apply to the aggregate number issuance by the Company of Firm Sharesshares of Stock, any option to purchase shares of Stock or any securities convertible into or exercisable or exchangeable for Stock to directors, officers and employees of the Company and its subsidiaries pursuant to bonus, option, incentive, employee stock purchase or other compensatory plans of the Company existing on the date hereof that are described in the Pricing Disclosure Package or filed as an exhibit to the Registration Statement.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company Those Selling Stockholders identified in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Companysuch Selling Stockholders identified in Part B of Schedule I hereto, at the purchase price per share, pursuant to an a one-time option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 390,000 Additional SharesShares (the maximum number of Additional Shares which each such Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the each Selling Stockholder who has agreed to sell Additional Shares that 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 number of Additional Shares to be purchased sold by the Underwriters such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees, severally and solely with respect to the Shares to be sold by such Selling Stockholder hereunder, to sell pursuant to this Agreement have been placed in custody with ChaseMellon Shareholder Services, L.L.C. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Robexx X. Xxxxxxxx xxx Davix X. Xxxxxxxx xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The (a) (i) Each of the Company and the Selling Shareholder, severally and not jointly, hereby agrees, subject agrees to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, 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, each Underwriteragrees, severally and not jointly, agrees to purchase or procure the purchase from the CompanyCompany and the Selling Shareholder, the respective numbers of Firm ADSs set forth in Schedules I and II hereto opposite its name at a purchase price of $30.00 U.S.$. per share ADS (the "ADS Purchase Price"). The Underwriters may, in their discretion, require that Shares be delivered in lieu of such Firm ADSs. The purchase price per shareShare shall be Hong Kong $. (the "Share Purchase Price," and with the ADS Purchase Price, the "Purchase Price"). [Any Hong Kong Securities and Futures Commission (the "SFC") transaction levy, investor compensation levy and HKSE trading fee payable on Shares underlying the number ADSs or Shares delivered in lieu of Firm Shares set forth opposite ADSs pursuant to Section 3(c) below in the name U.S. Offering and the International Offering (for the avoidance of such Underwriter doubt, including in Schedule I hereto (or such number of Firm Shares increased as the circumstances set forth in Section 10 hereof). The 3(e) below) shall be paid by the Company also agrees, subject to all and the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis Selling Shareholder in respect of the representationsADSs or Shares sold by them, warranties and agreements the Company and the Selling Shareholder hereby authorize the Underwriters to deduct for each Share sold by them (including Shares represented by the ADSs) an amount equal to such SFC transaction levy, investor compensation levy and HKSE trading fee (equal to 0.005%, 0.002% and 0.005%, respectively, of the Company herein contained price to be paid by public investors in the Hong Kong Public Offering per H Share) from the proceeds of the U.S. Offering and subject to all International Offering in respect of the terms ADSs or Shares sold by them, and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if pay such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion amount to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm SharesHKSE.]

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Trust agrees to issue and sell to the Underwriters, at a price of $10.00 per Security (the "Purchase Price"), 1,500,000 Firm Securities; and (ii) each Underwriter 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, each Underwriteragrees, severally and not jointly, agrees to purchase from the CompanyTrust, at a purchase price of $30.00 per share (the "purchase price per share")Purchase Price, the aggregate number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto hereto. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Securities (together with the proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Junior Subordinated Debentures, the Company will agree to pay at the Closing Date to the Underwriters a commission per Security equal to $0.40 per Security, or such number of Firm Shares increased as set forth $600,000 in Section 10 hereofthe aggregate ($690,000 if the over-allotment option with respect to the Additional Securities is exercised in full). The Company also agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Trust agrees to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 225,000 Additional Securities; 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 to purchase from the Companypurchase, at the purchase price per shareseverally and not jointly, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 225,000 Additional SharesSecurities at the Purchase Price. Additional Shares Securities may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. Upon If any exercise of the over-allotment optionAdditional Securities are to be purchased, 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) Securities that bears the same proportion to the total number of Additional Shares Securities to be purchased by the Underwriters as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such bears to the total number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm SharesSecurities.

Agreements to Sell and Purchase. The Company Selling Stockholder and the Company, severally and not jointly, hereby agreesagree, subject to all the terms and conditions set forth herein, to issue sell 2,750,000 shares of Common Stock and sell 1,000,000 shares of Common Stock, respectively, to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all of the terms and conditions set forth herein, each Underwriterof the Underwriters, severally and not jointly, agrees to purchase from the CompanySelling Stockholder and the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at a purchase price of $30.00 10.6875 per share (the "purchase price per sharePurchase Price"), 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). The Company also agrees, subject to all the terms and conditions set forth herein, 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 also agrees to issue and sell to the several Underwriters up to 562,500 Additional Shares, and the Underwriters shall have the a one-time right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 562,500 Additional SharesShares from the Company at the Purchase Price. Additional Shares may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) that which 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 opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares. The Company and the Selling Stockholder hereby agree to, and the Company and the Selling Stockholder shall, concurrently with the execution of this Agreement, deliver agreements executed by (i) each of the directors and officers of the Company, (ii) the Company and (iii) the Selling Stockholder pursuant to which each such person agrees, except as provided in the Prospectus, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock (or, in the case of the Company, file any registration statement under the Securities Act with respect to any of the foregoing), except to the several Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of X.X.Xxxxxxx & Co. Inc. Notwithstanding the foregoing, during such period the Company may issue shares of Common Stock or grant options to purchase shares of Common Stock pursuant to employee benefit plans and issue shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. The Company hereby agrees, subject Subject to all the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to you and each Underwriter 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, each Underwriteryou agree, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 4.95 per share Firm Share (net of underwriting discounts and commissions) or, as applicable, solely for the "purchase price per share")purpose of covering over-allotments made in connection with the offering of the Firm Shares, Additional Company Share, the number of Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares or Additional Company Shares to be sold by a fraction, the numerator of which is the aggregate number of Firm Shares or Additional Company Shares to be purchased by each of you as set forth opposite the name of such Underwriter your respective names in Schedule I hereto (or such and the denominator of which is the aggregate number of Firm Shares increased as set forth in Section 10 hereof)or Additional Company Shares to be purchased hereunder. The Company also agrees, subject Subject to all the terms and conditions herein set forth hereinforth, Xxx and Woo each agrees to sell to the Underwritersyou, 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 you shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time Xxx and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading)Xxx, up to an aggregate of 1,312,500 100,000 Additional SharesSelling Stockholder Shares at a purchase price of $5.00 per Additional Selling Stockholder Share. Additional Selling Stockholder Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Selling Stockholder Shares are to be purchased, each Underwriterof you, severally and not jointlyseverally, agrees to purchase from the Company the number each of Additional Shares Messrs. Xxx and Woo that proportion (subject to such adjustments as you may both determine in order to avoid fractional sharesAdditional Selling Stockholder Shares) that bears the same proportion to of the number of Additional Selling Stockholder Shares to be purchased by the Underwriters as which the number of Firm Shares set forth opposite the your name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm Shares.Shares to be purchased from the Company

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ _______ per share (the "purchase price per sharePurchase 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 10 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 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. The Company also 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 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 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 630,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 [ ] per share Share (the "purchase price per share"), the 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 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder. 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 Company and the Selling Stockholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, 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 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 Company and the Selling Stockholder. The Company also 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 and the Selling Stockholder herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 570,000 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 number of Additional Shares to be purchased sold by the Underwriters 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Company and the Selling Stockholder.

Agreements to Sell and Purchase. The Company hereby agreesagrees to sell the Company Firm Shares, subject and each Selling Stockholder hereby agrees to all the terms and conditions sell such number of Stockholder Firm Shares as is set forth hereinopposite such Selling Stockholder's name on Schedule I to this Agreement, to issue and sell to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein and the Selling Stockholders contained in this Agreement and subject to all the terms and conditions set forth hereinin this Agreement, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company and the Selling Stockholders at a purchase price of $30.00 _____ per share Share (the "purchase price per shareShare"), the aggregate 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)hereto. The Company also agrees, subject to all the terms and conditions set forth herein, agrees to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company herein contained in this Agreement and subject to all the terms and conditions set forth hereinin this Agreement, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company, up to 394,917 Additional Shares, at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 provided for in Section 10 hereof) to this Agreement bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_________ per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanyCompany and the Selling Stockholders 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 at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 ________________ shares from the Company and up to an aggregate of ________________ shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional SharesShares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by the Company and by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which the Company and each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder 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 which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters Company and each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders 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 "Custody Agreement") executed by each of the Selling Stockholders appointing [XXXXXXX X. XXXXXX, XX.] and [XXXXX X. XXXXXXX] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [●] Firm Shares to each Underwriter and, upon the Underwriters and (ii) the Selling Shareholder agrees to sell an aggregate [●] Firm Shares to the Underwriters. Upon the basis of the respective representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company and the Selling Shareholder at a purchase price of $30.00 [●] per share Share (the "purchase price “Purchase Price per share"Share”), 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)hereto. The Company and the Selling Shareholder hereby also agrees, subject to all the terms and conditions set forth herein, agree to sell to the Underwriters, and, upon the basis of the respective representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase for 30 days 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on to purchase from the next business day thereafter when Company and the Nasdaq National Market is open for trading), Selling Shareholder up to an aggregate of 1,312,500 [●] Additional Shares at the Purchase Price per Share for the Firm Shares. The Additional Shares for the Over-Allotment Option will be provided by the Selling Shareholder, to the extent of all Common Stock it retains, if any, following its sale of Firm Shares. Otherwise, all Additional Shares shall be provided and sold by the Company. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares. The option to purchase Additional Shares may be exercised at any time or from time to time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. The 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, to issue and sell to each U.S. Underwriter 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, each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 [ ] per share (the "purchase price per share"), the 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 U.S. Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder hereby agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, each U.S. Underwriter 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, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, at the purchase price per share, the number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II 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 Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the U.S. 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 U.S. Underwriters shall have the right to purchase from the CompanyCompany and the Selling Stockholders 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 at any time and from time to time prior to 5:00 9:00 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 Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 [ ]00,000 Additional SharesShares from the Company and up to an aggregate of [ ]00,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which 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). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall [be provided by the Company and by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares each such Selling Stockholder has agreed to sell].* Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder 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 which bears the same proportion to the number of Additional Shares to be purchased sold by the Underwriters Company and each Selling Stockholder 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the U.S. Shares (including any Additional Shares) which each of the Selling Stockholders 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 (collectively, the "Custody Agreement") executed by each of the Selling Stockholders appointing ____________________ * Alternatively - could be allocated all to Company first. [ ] and [ ] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the U.S. Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the U.S. Shares hereunder, certificates for the U.S. Shares of such Selling Stockholder shall be delivered to the U.S. Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 U.S. Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the U.S. Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such U.S. Shares, to receive the proceeds of the sale of such U.S. Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale of such U.S. Shares, to distribute the balance thereof to such Selling Stockholder, 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. 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 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 United States or Canada or to anyone other than a U.S. or Canadian Person and (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. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each UnderwriterU.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ per share (the "purchase price per 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 in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. The Company also agreesUpon the basis of the representations, warranties and agreements contained herein 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 agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from each Selling Shareholder, at the Underwriterspurchase price per share, and, upon the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II 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 Company and 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 and the Company also agree to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from such Selling Shareholders listed in Part B of Schedule I hereto and 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 5:00 P.M.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 Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 Additional Shares. 796,892 Additional Shares may be purchased only for from (i) the purpose Selling Shareholders listed in Part B of covering 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-allotments made allotment option is set forth opposite their respective names in connection with Part B of Schedule I) and (ii) the offering Company (the maximum number of Additional Shares that the Company agrees to sell upon the exercise by the U.S. Underwriters of the Firm Sharesover-allotment option is set forth opposite its name in Part B of Schedule II). The number of Additional Shares that the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided first, by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum number of Additional Shares that each such Selling Shareholder has agreed to sell and second, after all Additional Shares of the Selling Shareholders have been sold, by the Company. Upon any exercise 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 and, if applicable, the Company 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 number of Additional Shares to be purchased sold by each Selling Shareholder who has agreed to sell Additional Shares first and then from the Underwriters Company 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Shareholders and the Company. Certificates in transferable form for the Shares that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with State Street Bank and Trust Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing J. Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx as agents and attorneys-in- fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to 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 shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, 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. 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 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 United States or Canada or to anyone other than a U.S. or Canadian Person, and (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. The Company hereby agrees, subject to all the terms and conditions set forth herein, agrees to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, 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 hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth hereinin Schedule II hereto opposite its name at $[•] per share (the “Purchase Price”). For the avoidance of doubt, the several Underwriters will deduct the Aggregate Firm Capital Increase Amount (as defined below) from the aggregate Purchase Price for the Firm Shares payable by the several Underwriters to the Company. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each UnderwriterSelling Shareholder, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 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 increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments adjustment to eliminate fractional shares as you the Representatives may determine in order to avoid fractional sharesdetermine) 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 opposite its name on Schedule II hereto bears to the total number of 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 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 (i) on the Closing Date, in case of an exercise of the option granted to the Representatives under this Section 3 of this Agreement before 12:00 noon (New York City time) on the business day immediately prior to the Closing Date, or (ii) at least two business days after the written notice is given, but not later than ten business days after the date of such notice, in case of an exercise of the option granted to the Representatives under this Section 3 of this Agreement after 12:00 noon (New York City time) on the business day immediately prior to the Closing Date. 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 the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of [$_______] per Share (the "purchase price per share"), the 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 Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Underwriter Selling Stockholder in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with SunTrust Bank, Atlanta (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing _______________ and _______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, 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.

Agreements to Sell and Purchase. The Subject to any adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ per share (the "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 III hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of shares to be sold by the Company and the Primary Selling Stockholders. Subject to any adjustments as you may determine to avoid fractional shares, each Primary Selling Stockholder hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from each Primary Selling Stockholder, at the purchase price per share, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Primary Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule III hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of shares to be sold by the Company and the Primary Selling Stockholders. The Company Over-allotment Selling Stockholders also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanyOver-allotment Selling Stockholders, 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 5:00 P.M.9:00 p.m., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 405,000 Additional Shares. The maximum number of Additional Shares which each Over-allotment Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Schedule II hereto. Additional Shares may be purchased only for the purpose of covering to cover over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 provided for in Section 10 hereof) bears to the aggregate number of Firm Shares.Over-allotment

Agreements to Sell and Purchase. The Company hereby agrees, subject to all Upon the terms and conditions set forth herein, the Company agrees to issue and sell the Firm Shares to each Underwriter and, upon the Underwriters. 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company at a purchase price of $30.00 $ per share Share (the "“purchase price per share"Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto hereto. It is further understood that approximately ten percent (or such number 10%) of the Firm Shares increased as (the “Directed Shares”) will initially be reserved by Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”) for offer and sale upon the terms and conditions to be set forth in Section 10 hereof)the most recent Preliminary Prospectus and in accordance with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) to certain directors, executive officers or employees of the Company and other individuals and entities specified by the Company (each such person a “Directed Share Participant”) who have heretofore delivered to Xxxxxxx Xxxxx offers to purchase Firm Shares in form satisfactory to Xxxxxxx Xxxxx (such program, the “Directed Shares Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxxx Xxxxx from the Company; provided that under no circumstances will Xxxxxxx Xxxxx be liable to the Company, the Selling Stockholders, or to any such person for any action taken or omitted in good faith in connection with such Directed Shares Program. The Company also agreesIt is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Shares Program by 9:30 A.M., subject St. Petersburg, Florida time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by Xxxxxxx Xxxxx to all the public upon the terms and conditions set forth hereinin the Prospectus. The Company agrees to pay all fees and disbursements incurred by Xxxxxxx Xxxxx (including, but not limited to, reasonable fees and expenses of legal counsel to Xxxxxxx Xxxxx) in connection with the Directed Shares Program and any stamp duties or other taxes incurred by Xxxxxxx Xxxxx in connection with the Directed Shares Program. The Selling Stockholders hereby 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, Selling Stockholders up to Additional Shares at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 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 (or such number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate total number of Firm Shares. If the Underwriters elect to purchase less than all of the Additional Shares, then any such purchase of Additional Shares shall be in proportion to the maximum number of Additional Shares to be sold by each of the Selling Stockholders as set forth in Schedule II hereto (subject to such adjustments as you may determine to avoid fractional 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. The Subject to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter Manager and, upon the basis of the this 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 UnderwriterManager agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 ______ per share (the "purchase price per share"), the number of Firm Shares that bears the same proportion to the aggregate number of Shares to be issued and sold by the Company as the number of 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 10 12 hereof)) bears to the aggregate number of Shares to be sold by the Company and the Selling Shareholders. The Company also Subject to such adjustments as you may determine to avoid fractional shares, each Selling Shareholder agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, each Manager 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 each Manager agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, 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 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Firm Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter Selling Shareholder in Schedule I hereto as the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. Certificates in transferable form for the Shares that each of the Selling Shareholders 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 "Custody Agreement") executed by each of the Selling Shareholders appointing ______________________ and ____________________________, as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers, 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 shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets 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, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, 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.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 Company and each Selling Stockholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and each Selling Stockholder, at a purchase price of $30.00 $ ___ per share (the "purchase price per share"), that proportion of the number of Firm Shares Initial Securities set forth in Schedule II opposite the name of the Company or such Selling Stockholder, as the case may be, which the number of Initial Securities set forth in Schedule I opposite the name of such Underwriter in Schedule I hereto under the column "Number of Initial Securities" (or such number of Firm Shares Initial Securities increased as set forth in Section 10 hereof). The Company also agrees) bears to the total number of Initial Securities, subject to all the terms and conditions set forth hereinsubject, in each case, to sell such adjustments among the Underwriters as the Representatives in their sole discretion shall make to the Underwriters, and, upon eliminate any sales or purchases of fractional shares. 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 Company and the right to purchase from the CompanySelling Stock holders, at the purchase price per shareacting severally and not jointly, pursuant to grant an option (the "over-allotment option") which to the Underwriters to purchase, at the purchase price per share, up to 81,680 Option Securities from the Company and up to 593,320 Option Securities from the Selling Stockholders, as set forth in Schedule II. Option Securities may be exercised purchased solely for the purpose of covering over-allotments made in connection with the offering of the Securities and, if purchased, shall be purchased first from the Selling Stockholders and then, to the extent that such purchase, together with all previous purchases of Option Securities, exceeds the number of Option Securities of the Selling Stockholders as set forth in Schedule II, from the Company. Such option shall expire at any time and from time to time prior to 5:00 P.M., New York City Chicago time, on the 30th day after the date of the Prospectus this Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares Such over-allotment option may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Sharesexercised at any time or from time to time until its expiration. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from that proportion of the Company total number of Option Securities then being purchased which 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 number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares Initial Securities set forth in Schedule I opposite the name of such Underwriter in Schedule I hereto under the column "Number of Initial Securities" (or such number of Firm Shares Initial Securities increased as provided for set forth in Section 10 hereof) bears to the aggregate total number of Firm SharesInitial Securities, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Agreements to Sell and Purchase. The Company hereby agreesCompany, subject to all the terms conditions hereinafter stated, hereby agrees to sell to the several Initial Purchasers, and each Initial Purchaser, 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 the respective principal amounts of Firm Securities set forth hereinin Schedule I hereto opposite its name at a purchase price of $483.75 per share of the Convertible Preferred Stock (the "PURCHASE PRICE"). In the event and to the extent that the Initial Purchasers shall exercise the election to purchase Option Securities as provided below, the Company agrees to issue and sell to each Underwriter and, upon the basis of the representationsInitial Purchasers, warranties and agreements each of the Company herein contained and subject to all the terms and conditions set forth herein, each UnderwriterPurchasers agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 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 increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per shareshare set forth in the first sentence of this Section 2, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date that portion of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares Option Securities as to which such election shall have been exercised (subject to such adjustments be adjusted by you so as you may determine in order to avoid eliminate fractional shares) that bears the same proportion to the determined by multiplying such number of Additional Shares to be purchased Option Securities by a fraction, the Underwriters as numerator of which is the maximum number of Firm Shares Option Securities which such Initial Purchaser is entitled to purchase as set forth opposite the name of such Underwriter Initial Purchaser in Schedule I hereto (or such and the denominator of which is the maximum number of Firm Shares increased as provided for Option Securities that all of the Initial Purchasers are entitled to purchase hereunder. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to 50,000 Option Securities, in Section 10 hereof) bears aggregate, at the purchase price per share set forth in the paragraph above. Any such election to purchase Option Securities may be exercised only by written notice from you to the Company, given within a period of thirty calendar days after the date of this Agreement, setting forth the aggregate number of Firm SharesOption Securities to be purchased and the date on which such Option Securities are to be delivered, as determined by you but in no event earlier than the Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. The Company shall not and shall cause its directors, executive officers and certain other stockholders of the Company to not (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 equity securities or any securities convertible into or exercisable or exchangeable for equity securities 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 equity securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of equity securities or such other securities, in cash or otherwise, for a 90-day period after the date of the Final Memorandum, without the prior written consent of Morgan Stanley & Co. Incorporated, other than (i) the Xxxxxxtixx xxxxred hereby, (ii) the shares of Common Stock issuable upon conversion of the Securities, or (iii) the issuance by the Company of shares of Common Stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of the Final Memorandum of which the Initial Purchasers have been advised in writing or (iv)shares of Common Stock or Class A Common Stock of the Company issued in connection with the Acquisition Agreement and ancillary agreements thereto (as described in the Memorandum).

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanyCompany and the Selling Stockholders, 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 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 600,000 Additional SharesShares from the Company and up to an aggregate of 150,000 shares from the Selling Stockholders (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Schedule I). Additional Shares may be purchased only for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by the Company and by each Selling Stockholder in proportion to the respective maximum numbers of Additional Shares which the Company and each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders 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 number of Additional Shares to be purchased sold by the Underwriters Company and the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with [the Company] (the "Custodian") for --------- delivery under this Agreement pursuant to a Custody Agreement (the "Custody ------- Agreement") and Power of Attorney (the "Power of Attorney") executed by each of --------- ----------------- the Selling Stockholders appointing Xxxxxx X. Xxxxxx as agent and attorney-in- fact (the "Attorney-in-Fact"). Each Selling Stockholder agrees that (i) the ---------------- Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorney-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorney-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Selling Stockholder agrees the Attorney-in-Fact is authorized, on behalf of each of such Selling Stockholder, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Agreements to Sell and Purchase. The Company and the Selling Shareholder (in accordance with Schedule II hereof) hereby agreesagree, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell the Firm Shares to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company and the Selling Shareholder at a purchase price of $30.00 ______ per share Share (the "purchase price per shareShare"), the aggregate 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 adjusted pursuant to Section 10 11 hereof). The Company hereby also agrees, subject to all the terms and conditions set forth herein, agrees to sell to the Underwriters, and, 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, Company up to an aggregate of 300,000 Additional Shares (in accordance with Schedule II hereof) at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 provided for in adjusted pursuant to Section 10 11 hereof) bears to the aggregate total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each UnderwriterUnderwriter and each Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ per share (the "purchase price per share"), the number of Firm Shares Initial Securities set forth in Schedule II opposite the name of such Underwriter (or such number of Initial Securities increased as set forth in Section 12 hereof). Upon the basis of the representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at the purchase price per share, that number of Initial Securities which bears the same proportion to the number of Initial Securities set forth opposite the name of such Selling Stockholder as the number of Initial Securities set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares Initial Securities increased as set forth in Section 10 12 hereof). The Company also agrees, subject to all the terms and conditions set forth herein, to sell ) bears to the Underwriters, and, upon aggregate number of Initial Securities 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 Company also agrees to sell to the Underwriters, and the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City Chicago time, on the 30th day after (i) the later of the date upon which the Original Registration Statement and any Rule 462(b) Registration Statement become effective, if the Company has elected not to rely on Rule 430A, or (ii) the date of this Agreement, if the Prospectus Company has elected to rely on Rule 430A (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 Additional Shares390,000 Option Securities. Additional Shares Option Securities may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares Option Securities (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 Option Securities to be purchased sold by the Underwriters Company as the number of Firm Shares Initial Securities to be sold by the Company set forth opposite the name of such Underwriter in Schedule I II hereto (or such number of Firm Shares Initial Securities increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesInitial Securities to be sold by the Company.

Agreements to Sell and Purchase. The Company and the Selling Shareholder (in accordance with Schedule II hereof) hereby agreesagree, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell the Firm Shares to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, Company and the Selling Shareholder at a purchase price of $30.00 ____ per share Share (the "purchase price per shareShare"), the aggregate 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 adjusted pursuant to Section 10 11 hereof). The Company and the Selling Shareholder hereby also agreesagree, subject to all the terms severally and conditions set forth hereinnot jointly, to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder 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, Company and the Selling Shareholder up to an aggregate of 675,000 Additional Shares (in accordance with Schedule II hereof) at the purchase price per share, pursuant to an option (Share for the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, 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 provided for in adjusted pursuant to Section 10 11 hereof) bears to the aggregate total number of Firm Shares.. Upon any election by the Underwriters to purchase less than all the Additional Shares, the aggregate number of Additional Shares to be purchased from the Company and the aggregate number of Additional Shares to be purchased from the Selling Shareholder by all the Underwriters shall be in the same

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 [ ] per share Share (the "purchase price per share"), the 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 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each 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 Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each 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 such Selling Stockholder 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 Company and the Selling Stockholders. The Company also 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq NASDAQ National Market is open for trading), up to an aggregate of 1,312,500 232,500 Additional SharesShares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 number of Additional Shares to be purchased sold by the Underwriters 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Company and the Selling Stockholders.

Agreements to Sell and Purchase. The Company hereby agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Trust agrees to issue and sell to the Underwriters, at a price of $10.00 per Security (the "Purchase Price"), 1,500,000 Firm Securities; and (ii) each Underwriter 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, each Underwriteragrees, severally and not jointly, agrees to purchase from the CompanyTrust, at a purchase price of $30.00 per share (the "purchase price per share")Purchase Price, the aggregate number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto hereto. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Securities (together with the proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Subordinated Debentures, the Company hereby agrees to pay at the Closing Date to the Underwriters a commission per Security equal to $_____ per Security, or such number of Firm Shares increased as set forth $__________ in Section 10 hereofthe aggregate ($__________ if the over-allotment with respect to the Additional Securities is exercised in full). The Company also agreesOn the basis of the representations and warranties contained in this Agreement, and subject to all the terms and conditions set forth hereinhereof, (i) the Trust agrees to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 225,000 Additional Securities; 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 to purchase from the Companypurchase, at the purchase price per shareseverally and not jointly, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 225,000 Additional SharesSecurities at the Purchase Price. Additional Shares Securities may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. Upon If any exercise of the over-allotment optionAdditional Securities are to be purchased, 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) Securities that bears the same proportion to the total number of Additional Shares Securities to be purchased by the Underwriters as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such bears to the total number of Firm Shares increased as provided for in Section 10 hereof) bears to the aggregate number of Firm SharesSecurities.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, at a purchase price of per Share (the "purchase price per share"), the 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 II 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 Company and the Selling Shareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Shareholder 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 Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder at the Company, at a purchase price of $30.00 per share (the "purchase price per share"), share that 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 (or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also 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 herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment 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 bears the same proportion to the 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 II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and 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 UNION NATIONAL BANK] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing [J.M. XXXXXXXX, XX. XXX BRET X. XXXXXX] xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the 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 shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, 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.

Agreements to Sell and Purchase. The 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, to issue and sell to each Underwriter 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, each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 $ per share (the "purchase price per share"), the 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 II hereto (or such number of Firm Shares increased as set forth in Section 10 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, each 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 each Selling Stockholder at the purchase price share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of each such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 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 and the Selling Stockholders also agreesagree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the CompanyCompany and the Selling Stockholders, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised exercised, in whole or in part, at any time and from time to time prior to 5:00 P.M.9:00 p.m., New York City Nashville, Tennessee time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 375,000 Additional SharesShares of which up to an aggregate of 229,410 may be purchased from the Company and of which up to an aggregate of 145,590 may be purchased from the Selling Stockholders. The maximum number of Additional Shares subject to sale by each Selling Stockholder shall be as set forth opposite the name of such Selling Stockholder on Schedule I hereto. Additional Shares may be purchased only for the purpose of covering solely to cover over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, on a pro rata basis, 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 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 II hereto (or such number of Firm Shares increased as provided for set forth in Section 10 hereof) bears to the aggregate number of Firm Shares. Certificates in transferable form for the Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with [name] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Mark X. Xxxxxx xxx Kennxxx X. Xxxxx, Xx. xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and the other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares to be sold by such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the 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 Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact represents that he is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expense to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other actions as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform its duties under the Custody Agreement.

Agreements to Sell and Purchase. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon 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 hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each UnderwriterManager and each Manager agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $30.00 _____ per share (the "purchase price per 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 II hereto (or such number of Firm Shares increased as set forth in Section 10 12 hereof)) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also agreesUpon the basis of the representations, warranties and agreements contained herein 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 Stockholder agrees, severally and not jointly, to sell to each Manager and each Manager agrees, severally and not jointly, to purchase from each Selling Stockholder, at the Underwriterspurchase price per share, and, upon the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Manager in Schedule II 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 Company and the Selling Stockholders. 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 Stockholders also agree to sell to the Managers, and the Managers shall have the right to purchase from the CompanySelling Stockholders, 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 5:00 P.M.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 Nasdaq National Market New York Stock Exchange is open for trading), up to an aggregate of 1,312,500 600,000 Additional Shares. The maximum number of Additional Shares that each Selling Stockholder agrees to sell upon the exercise by the Managers of the over-allotment option is set forth opposite their respective names in Schedule I hereto. The number of Additional Shares that the Managers elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder in proportion to the respective maximum number of Additional Shares that each Selling Stockholder has agreed to sell. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each UnderwriterManager, severally and not jointly, agrees to purchase from the Company each Selling Stockholder 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 number of Additional Shares to be purchased sold by the Underwriters such Selling Stockholder 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 provided for set forth in Section 10 12 hereof) bears to the aggregate number of Firm SharesShares to be sold by the Company and the Selling Stockholders. Each Manager represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of any U.S. or Canadian Person and (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any International Prospectus in the United States or Canada or to any U.S. or Canadian Person.