Sale and Purchase On the basis of the representations and warranties and the other terms and conditions herein set forth, the Selling Stockholders severally agree to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A bears to the number of Firm Shares to be sold by the Selling Stockholders , at a purchase price of $_____________ per Share. You may release the Firm Shares for public sale promptly after this Agreement becomes effective. You may, from time to time, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, each of the Selling Stockholders, severally and not jointly, grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders all or a portion of the Additional Shares set forth opposite the name of such Selling Stockholder on Schedule B as may be necessary to cover over allotments made in connection with the offering of the Shares, at the same purchase price per share to be paid by the several Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Representatives of the Selling Stockholders referred to in the immediately succeeding paragraph. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as 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 4 3 second business day(1) after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option shall have been exercised. The number of Additional Shares to be purchased by each Underwriter shall be the number that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The number of Additional Shares to be sold by each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder on Schedule B bears to the total number of Additional Shares available for sale under the over-allotment option (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder (the "POWERS OF ATTORNEY"), ________________ and ________________ will act as representatives of the Selling Stockholders. The foregoing representatives (the "REPRESENTATIVES OF THE SELLING STOCKHOLDERS") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.
