Common use of Offering of Stock by the Underwriters Clause in Contracts

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ ] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the NASD to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. from the Company; provided that under no circumstances will Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ ] • shares of the Firm Stock (the “"Directed Shares”") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the NASD National Association of Securities Dealers, Inc. (the "NASD") to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Inc. (such program, the “"Directed Share Program”") and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. from the Company; provided provided, that under no circumstances will Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ ]:00 A.M., New York City time, on the [date hereof / hereof/first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ l ] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC from the Company; provided that under no circumstances will xxxx Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ l ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] , or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ ] 500,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries or affiliates who have heretofore delivered to Xxxxxx Brothers Barclays Capital Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Barclays Capital Inc. (such program, the “Directed Share Program” and such persons delivering such offers or indications of interest, the “Directed Share Participants”) and that any allocation of such Firm Stock among such persons the Directed Share Participants will be made in accordance with timely directions received by Xxxxxx Brothers Barclays Capital Inc. from the Company; provided that under no circumstances will Xxxxxx Brothers Barclays Capital Inc. or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program Participant by [ ]:00 [9]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons Directed Share Participants will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ ] 375,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD National Association of Securities Dealers, Inc. (the “NASD”) to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Rxxxxxx Jxxxx & Associates, Inc. offers or indications of interest to purchase shares of Firm Stock in form reasonably satisfactory to Xxxxxx Brothers Rxxxxxx Jxxxx & Associates, Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Lxxxxx Brothers Inc. from the Company; provided that under no circumstances will Xxxxxx Brothers Rxxxxxx Jxxxx & Associates, Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ [350,000] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries or affiliates who have heretofore delivered to Xxxxxx Brothers Xxxxxxxxxxx & Co. Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Xxxxxxxxxxx & Co. Inc. (such program, the “Directed Share Program” and such persons delivering such offers or indications of interest, the “Directed Share Participants”) and that any allocation of such Firm Stock among such persons the Directed Share Participants will be made in accordance with timely directions received by Xxxxxx Brothers Xxxxxxxxxxx & Co. Inc. from the Company; provided that under no circumstances will Xxxxxx Brothers Xxxxxxxxxxx & Co. Inc. or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program Participant by [ ]:00 9:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons Directed Share Participants will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ [•] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Barclays Capital Inc. or Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Barclays Capital Inc. or Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Barclays Capital Inc. or Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC from the Company; provided that under no circumstances will Barclays Capital Inc., Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ [●]:00 A.M., New York City time, on the [date hereof / hereof] [first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ ] shares 5% of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Inc. Mxxxxx Sxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Inc. Mxxxxx Sxxxxxx & Co. LLC (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. Mxxxxx Sxxxxxx & Co. LLC from the Company; provided that under no circumstances will wxxx Xxxxxx Brothers Inc. Sxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ ● ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ ] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries or affiliates who have heretofore delivered to Xxxxxx Brothers Xxxxxxxxxxx & Co. Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Xxxxxxxxxxx & Co. Inc. (such program, the “Directed Share Program” and such persons delivering such offers or indications of interest, the “Directed Share Participants”) and that any allocation of such Firm Stock among such persons the Directed Share Participants will be made in accordance with timely directions received by Xxxxxx Brothers Xxxxxxxxxxx & Co. Inc. from the Company; provided that under no circumstances will Xxxxxx Brothers Xxxxxxxxxxx & Co. Inc. or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program Participant by [ ]:00 9:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons Directed Share Participants will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ [—] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC from the Company; provided that under no circumstances will xxxx Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ [—]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] , or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is intended that this underwriting shall constitute a qualified underwriting transaction within the meaning of Treasury Regulation Section 1.351-1(a)(3). It is understood that approximately [ ] ______ shares of the Firm Stock (the “"Directed Shares”") will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the NASD to employees National Association of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Securities Dealers, Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. from the Company; provided that under Under no circumstances will Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. It is further understood To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ ]:00 A.M., New York City time, Participants on the [date hereof / first business day following or immediately after the date hereof] or otherwise are not purchased by of this Agreement, such persons will Directed Shares may be offered by the Underwriters to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Xxxxxx Brothers.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ [__] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Xxxxxxx Xxxxx & Associates, Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Xxxxxxx Xxxxx & Associates, Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Xxxxxxx Xxxxx & Associates, Inc. from the Company; provided that under no circumstances will Xxxxxx Brothers Xxxxxxx Xxxxx & Associates, Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ ]:00 [__] A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm StockShares, the several Underwriters propose to offer the Firm Stock Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ up to [·] shares of the Firm Stock Shares (the “Directed Shares”) will initially be reserved by SunTrust Xxxxxxxx Xxxxxxxx, Inc. (in such capacity, the several Underwriters “Designated Underwriter”), for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries [and persons having business relationships with the Company and its subsidiaries subsidiaries] who have heretofore delivered to Xxxxxx Brothers Inc. the Designated Underwriter offers [or indications of interest interest] to purchase shares of Firm Stock Shares in form satisfactory to Xxxxxx Brothers Inc. the Designated Underwriter (such program, the “Directed Share Program”) and that any allocation of such Firm Stock Shares among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. the Designated Underwriter from the Company; provided that under no circumstances will Xxxxxx Brothers Inc. the Designated Underwriter or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant Participant in the Directed Share Program by [ [·]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [ ] up to 1,500,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the NASD FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC from the Company; provided that under no circumstances will xxxx Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ ]:00 A.M.11:59 P.M., New York City time, on the [date hereof / first business day following the date hereof] , or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to shall offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. The Firm Stock initially is to be offered to the public at the initial public offering price provided for in Section 3. After the initial public offering, the Representatives may from time to time increase or decrease the public offering price, in their sole discretion, by reason of changes in general market conditions or otherwise. It is understood that approximately [ ] 575,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the NASD National Association of Securities Dealers, Inc. to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Inc. the Representatives offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Xxxxxx Brothers Inc. (such programthe Representatives, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. the Representatives from the Company; provided that PROVIDED THAT, under no circumstances will Xxxxxx Brothers Inc. the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Programoffering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [ ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise shares of such Firm Stock that are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.