Common use of Purchase and Sale of the Securities Clause in Contracts

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $__.____, the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which is the aggregate number of Firm Securities 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 Firm Securities to be purchased by all the Underwriters from the Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price set forth in clause (a) of this Section 2, 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 opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company grants the Underwriters the right to purchase, severally and not jointly, at their election up to [105,000] Optional Securities, at the purchase price per share set forth in the preceding paragraph, for the sole purpose of covering overallotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two or later than seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to sell to the UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price per share of $__.____$ , the number Firm Securities; provided, however, that the purchase price per share will be $ for up to shares of Common Stock [$2 million limit] included in the Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fractionSecurities, the numerator of which is the aggregate number of Firm Securities to shares may be purchased by such Underwriter as set forth opposite directors, executive officers and founding directors of the name of such Underwriter in Schedule I hereto, Company and the denominator Bank solely at any office of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company hereunder Underwriter; and (b) in the event and to the extent that the Underwriters Underwriter shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, Underwriter and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at the same purchase price set forth in clause (a) per share of this Section 2$ , 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 opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunderexercised. The Company grants the Underwriters Underwriter the right to purchase, severally and not jointly, at their its election up to [105,000] Optional Securities, at the purchase price per share set forth in the preceding paragraphof $ , for the sole purpose of covering overallotments over-allotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriters, severally and not jointlyUnderwriter, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two or later than seven business days after the date of such notice.

Purchase and Sale of the Securities. (a) Subject to the terms and conditions herein set forth and in reliance upon the basis of the representations and warranties contained hereinherein set forth, (ai) the Company agrees to issue and sell to the UnderwritersInitial Purchasers the Firm Securities at a purchase price of $48.625 per share, plus accrued dividends, if any, from February 18, 2000 to the First Closing Date and (ii) each of the Underwriters Initial Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $__.____, Company the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which is the aggregate number of Firm Securities to be purchased by such Underwriter as set forth opposite the such Initial Purchaser's name of such Underwriter in Schedule I hereto. (b) The Company hereby grants to the Initial Purchasers an option (the "Option"), and exercisable at the denominator election of which is the aggregate number of Firm Securities to be purchased by all the Underwriters Lehmxx, xx purchase from the Company hereunder and (b) in the event and Option Securities at a purchase price of $48.625 per share, plus accrued dividends, if any, from February 18, 2000 to the extent that Closing Date for the Underwriters shall Option Securities. Upon exercise of the election to purchase Optional Securities as provided belowOption, the Company agrees to sell to the Underwriters, and each of the Underwriters Initial Purchasers agrees, severally and not jointly, and otherwise on the terms and subject to the conditions herein set forth, to purchase from the Company, at the same purchase price set forth in clause (a) of this Section 2, that portion of Company the number of Optional Option Securities as to in the respective proportions which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the number of Optional Firm 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 opposite the name of such Underwriter each Initial Purchaser in Schedule I hereto, and hereto bears to the denominator of which is the maximum aggregate number of Optional Securities which all of Firm Securities, subject to such adjustments as the Underwriters are entitled to purchase hereunder. Initial Purchasers shall deem advisable. (c) The Company grants the Underwriters the right shall not be obligated to purchase, severally and not jointly, at their election up to [105,000] Optional Securities, at the purchase price per share set forth in the preceding paragraph, for the sole purpose of covering overallotments in the sale deliver any of the Firm Securities. Any such election Securities or the Option Securities to purchase be delivered on the Optional Securities First Closing Date or any Closing Date, as the case may be exercised no more than once by written notice from you to be, except upon payment for all the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, Closing Date as determined by you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two or later than seven business days after the date of such noticeprovided herein.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to sell to the UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price per share of $__.____, the number Firm Securities; provided, however, that the purchase price per share will be $______ for up to _______ shares of Common Stock [$2 million limit] included in the Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fractionSecurities, the numerator of which is the aggregate number of Firm Securities to shares may be purchased by such Underwriter as set forth opposite directors, executive officers and founding directors of the name of such Underwriter in Schedule I hereto, Company and the denominator Bank solely at any office of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company hereunder Underwriter; and (b) in the event and to the extent that the Underwriters Underwriter shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, Underwriter and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at the same purchase price set forth in clause (a) per share of this Section 2$______, 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 opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunderexercised. The Company grants the Underwriters Underwriter the right to purchase, severally and not jointly, at their its election up to [105,000] _______ Optional Securities, at the purchase price per share set forth in the preceding paragraphof $_____, for the sole purpose of covering overallotments over-allotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriters, severally and not jointlyUnderwriter, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two or later than seven business days after the date of such notice.

Purchase and Sale of the Securities. (a) Upon the terms and subject to the conditions of this Agreement, at the Initial Closing, the Sellers shall sell and deliver or assign the Securities to the Buyer, and the Buyer shall purchase and acquire the Securities from the Sellers, in each case subject to Section 2.1(b) and pursuant to the Securities Transfer Instruments (each such sale, deliverance, assignment, purchase and acquisition, a “Securities Transfer”) for an aggregate purchase price of $846,250,000, as adjusted pursuant to this Agreement (as so adjusted, the “Purchase Price”). Subject to the terms conditions to the Initial Closing contained in Article VIII, on the Initial Closing Date, the Buyer shall (i) instruct the Deposit Escrow Agent to release to the Sellers the Deposit Escrow Amount and conditions herein set forth and (ii) pay to the Sellers an amount in reliance upon the representations and warranties contained herein, cash equal to (aA) the Company agrees to sell Purchase Price less (B) the Deposit Escrow Amount (as defined below) less (C) the aggregate unpaid principal amount of the Debt as of the Initial Closing Date, in the case of this clause (C), with respect only to the UnderwritersProperties that are not Withdrawn Properties, and each subject, in the case of the Underwriters agrees, severally and not jointlythis clause (ii), to purchase from the Company, at a purchase price per share of $__.____, the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which is the aggregate number of Firm Securities 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 Firm Securities to be purchased by all the Underwriters from the Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price adjustment for Withdrawn Properties set forth in clause Section 2.4(a) (a) of this Section 2, that portion the aggregate 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 opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company grants the Underwriters the right to purchase, severally and not jointly, at their election up to [105,000] Optional Securities, at the purchase price per share amounts set forth in the preceding paragraphforegoing clauses (i) and (ii), for the sole purpose “Initial Closing Date Consideration”). The Initial Closing Date Consideration shall be paid by wire transfer of covering overallotments immediately available funds in United States dollars to an account or accounts specified in writing by the sale Sellers reasonably in advance of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you Initial Closing Date. (b) Notwithstanding anything to the Companycontrary set forth in Section 2.1(a), given within a period of 30 days after and subject to the date of this Agreement, setting forth the aggregate amount rights of the Optional Securities parties to be purchased by terminate this Agreement pursuant to Section 2.4: (i) If on the Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Initial Closing Date (as defined A) any Property is a Withdrawn Property and (B) the Target that owns such Withdrawn Property owns no other Properties, the Sellers that own such Target shall not consummate a Securities Transfer with respect to such Target at the Initial Closing. (ii) If on the Initial Closing Date (A) any Property is a Withdrawn Property and (B) the Target that owns such Withdrawn Property owns one or more additional Properties, the Sellers that own such Target shall consummate a Securities Transfer with respect to such Target only after first divesting the Withdrawn Property, to the extent such divestiture can be validly consummated and all required consents thereto of lenders have been obtained. (iii) In any case described in Section 4 hereof2.1(b)(ii) orin which a divestiture of the Withdrawn Property cannot be validly consummated, unless you otherwise agree in writing, earlier than two or later than seven business days after the date of Seller that owns such noticeTarget shall not consummate a Securities Transfer with respect to such Target at the Initial Closing and each Property owned by such Target shall be a Withdrawn Property.

Purchase and Sale of the Securities. (a) Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) the Company Issuer agrees to issue and sell the Securities to the UnderwritersInitial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the Underwriters representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, at a purchase price per share Issuer the respective principal amount of $__.____, the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which is the aggregate number of Firm Securities to be purchased by such Underwriter as set forth opposite the such Initial Purchaser’s name of such Underwriter in Schedule I hereto1 hereto plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase at the respective issue prices of, (i) with respect to the MOP Notes, 100% of the principal amount thereof, and (ii) with respect to the denominator HK$ Notes, 100% of which is the aggregate number principal amount thereof, in each case, net of Firm Securities the Commissions (as defined below) (the sum of (i) and (ii), the “Aggregate Purchase Price”), plus any accrued interest, if any, from May 12, 2021 to be purchased by all the Underwriters from the Company hereunder and Closing Date (as defined below). (b) The Issuer and the Guarantor understand that the Initial Purchasers intend to offer the Securities for sale on the terms set forth in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, and each Time of the Underwriters agreesSale Information. Each Initial Purchaser, severally and not jointly, to purchase from represents, warrants and agrees that: (i) neither it nor any of its affiliates, nor any person acting on its or their behalf, has engaged in or will engage in any “directed selling efforts” (as defined in Regulation S under the Company, at the same purchase price set forth Securities Act); and (ii) it and its affiliates (as defined in clause (aRule 501(b) of this Section 2Regulation D under the Securities Act, that portion or “Regulation D”) have only offered, sold or delivered and will only offer, sell or deliver the Securities in offshore transactions in accordance with Rule 903 of Regulation S under the Securities Act and the restrictions of the number of Optional Securities specific jurisdictions 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 opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company grants the Underwriters the right to purchase, severally and not jointly, at their election up to [105,000] Optional Securities, at the purchase price per share set forth in the preceding paragraphsection titled “Plan of Distribution – Selling Restrictions” of the Time of Sale Information and the Final Offering Memorandum. (c) Each Initial Purchaser acknowledges and agrees that the Issuer and the Guarantor and, for purposes of the sole purpose “non-registration opinion” to be delivered to the Initial Purchasers pursuant to Sections 5(g) and 5(k), counsel for the Issuer and the Guarantor and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of covering overallotments the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in Section 1(b) above (including the “Plan of Distribution” section of the Time of Sale Information and the Final Offering Memorandum), and each Initial Purchaser hereby consents to such reliance. (d) Each of the Issuer and the Guarantor acknowledges and agrees that (i) the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; and (ii) that an Initial Purchaser or any affiliate of an Initial Purchaser may purchase the Securities and be allocated the Securities for asset management and/or proprietary purposes and not with a view to distribution, in each case, in accordance with the restrictions set forth in the sale section titled “Plan of Distribution – Selling Restrictions” of the Firm Time of Sale Information and the Final Offering Memorandum. (e) Each of the Issuer and the Guarantor acknowledges and agrees that (i) each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisor or fiduciary to, or agent of, the Issuer, the Guarantor or any other person and (ii) in connection with the offering of the Securities. Any such election to purchase , or any other services the Optional Securities Initial Purchasers may be exercised no more than once by written notice from you to the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities deemed to be purchased by providing hereunder, notwithstanding any pre-existing relationship, advisory or otherwise, between the Underwritersparties: (A) no fiduciary or agency relationship between the Issuer and the Guarantor, severally and not jointlyon the one hand, and the date Initial Purchasers, on which the other, exists; (B) the Initial Purchasers are not acting as advisors or otherwise, to the Issuer or the Guarantor, including, without limitation, with respect to the determination of the purchase price of the Securities, and such Optional Securities are to be deliveredrelationship between the Issuer and the Guarantor, as determined by you but in no event earlier than on the First Delivery Date (as defined in Section 4 hereof) orone hand, unless you otherwise agree in writingand the Initial Purchasers, earlier than two or later than seven business days after on the date of such notice.other, is entirely and solely commercial, based on arms-length negotiations;

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $__.____$ , the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which is the aggregate number of Firm Securities 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 Firm Securities to be purchased by all the Underwriters from the Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price set forth in clause (a) of this Section 2, 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 opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company grants the Underwriters the right to purchase, severally and not jointly, at their election up to [105,000] Optional Securities, at the purchase price per share set forth in the preceding paragraph, for the sole purpose of covering overallotments over-allotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of 30 thirty (30) days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two (2) or later than seven (7) business days after the date of such notice.

Purchase and Sale of the Securities. Subject to On the Closing Date and effective as of the Closing (each as defined in Section 1.4 hereof), upon the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to sell subject to the Underwritersconditions of this Agreement, and each of the Underwriters agreesSelling Securityholders shall severally, severally and not jointly, sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase from each of the CompanySelling Securityholders, at a purchase price per share of $__.____, the that number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate Company Shares and that number of Firm Securities to be sold by the Company by a fractionWarrants, the numerator of which is the aggregate number of Firm Securities to be purchased by such Underwriter each as set forth opposite the name of such Underwriter in Schedule I Selling Securityholder on Exhibit A-2 hereto, free and the denominator clear of which is the all options, pledges, security interests, voting agreements, trusts or similar arrangements, liens, charges or other encumbrances or restrictions on voting or transfer thereof ("ENCUMBRANCES"), in exchange for an aggregate number of Firm Securities to be purchased by all the Underwriters from the Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price set forth in clause (a) of this Section 2, 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 opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company grants the Underwriters the right to purchase, severally and not jointly, at their election up to [105,000] Optional Securities, at the purchase price per share set forth in the preceding paragraph, for the sole purpose of covering overallotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Date US$8 million (as defined in Section 4 hereofthe recitals hereto, the "BASE CONSIDERATION"), payable by the Purchaser to the Selling Securityholders in accordance with the following: (a) or, unless you otherwise agree US$4.86 million of the Base Consideration shall be payable in writing, earlier than cash (the "BASE CASH CONSIDERATION"); and (b) US$3.14 million of the Base Consideration shall be payable in that number of shares of Common Stock of the Purchaser (the "BASE SHARE CONSIDERATION") determined by dividing (x) US$3.14 million by (y) the average of the closing prices per share for shares of Common Stock of the Purchaser on the Nasdaq National Market during the thirty (30) calender day period ending two or later than seven (2) business days after immediately prior to the date Closing Date (the "AVERAGE PRICE"); provided, however, that in the event that the actual closing price for shares of Common Stock of the Purchaser on the Nasdaq National Market on the business day immediately prior to the Closing Date (the "ACTUAL PRICE") is more than fifteen percent (15%) greater than the Average Price, the Average Price shall be adjusted upward by an amount equal to fifteen percent (15%) of the Average Price; and provided further that in the event that the Actual Price is more than fifteen percent (15%) less than the Average Price, the Average Price shall be adjusted downward by an amount equal to fifteen percent (15%) of the Average Price. (c) The Base Cash Consideration and the Base Share Consideration shall be allocated among the Selling Securityholders in accordance with, and in the manner set forth on, Exhibit A-2 hereto. The obligations of the Selling Securityholders under this Section 1.1 shall be several, and not joint; provided, however, that in addition to the other conditions to the obligations of the Purchaser set forth in Article V hereof, the Purchaser shall not be obligated to purchase any Company Shares or Company Warrants pursuant to and in accordance with this Agreement unless and until each of the Selling Securityholders tenders to the Purchaser at the Closing all of the Company Shares and Company Warrants, if any, held by such noticeSelling Securityholder, in each case as set forth on Exhibit A-2 hereto.

Purchase and Sale of the Securities. Subject (a) The Company agrees to issue and sell the Initial Securities to the several Underwriters pursuant to the terms of, and subject to the conditions herein set forth and in reliance upon the representations and warranties contained hereinin, (a) the Company agrees to sell to the Underwritersthis Agreement, and each Underwriter, on the basis of the Underwriters representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, Company the respective principal amount of Initial Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $__.equal to (i) [_____]% of the principal amount thereof for retail orders (aggregating to a $[_____] purchase price in respect of $[_____] aggregate principal amount of the Initial Securities) (the “Retail Purchase Price”) and (ii) [_____]% of the principal amount thereof for institutional orders (aggregating to a $[_____] purchase price in respect of $[_____] aggregate principal amount of the Initial Securities). Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Agreement, the number Company hereby grants an option (the “Option”) to the several Underwriters to purchase, severally and not jointly, the Option Securities at the Retail Purchase Price, which Option may be exercised solely to cover overallotments in the sale of Firm the Initial Securities by the Underwriters. The Option may be exercised in whole or in part at any time during the 30-day period from, and including, the Time of Sale, upon written notice by the Representatives to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are exercising the Option, the time and date of payment and delivery for such Option Securities (any such time and date, the “Option Closing Date”) and the place of payment and delivery for such Option Securities. The Option Closing Date and any such place of payment and delivery shall be determined by the Representatives, but shall not be prior to be adjusted the Initial Closing Date (as defined below) or, if after the Initial Closing Date, not earlier than two full business days (or, in the case of an Option Closing Date occurring on the Initial Closing Date, one full business day) after the exercise of the Option, unless otherwise agreed upon by you so the Representatives and the Company. If the Option is exercised as to eliminate fractional shares) determined by multiplying all or any portion of the Option Securities, each of the Underwriters, severally and not jointly, agrees to purchase that proportion of the aggregate number principal amount of Firm Option Securities to be sold by the Company by a fraction, the numerator of which is then being purchased that the aggregate number principal amount of Firm Initial Securities 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 hereto bears to the aggregate number principal amount of Firm Initial Securities, subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of an incremental principal amount of Option Securities less than $25. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased by all the Underwriters from the Company hereunder and as provided herein. (b) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the event and capacity of an arm’s length contractual counterparty to the extent that Company and the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell Guarantors with respect to the Underwriters, and each offering of Securities contemplated hereby (including in connection with determining the terms of the Underwriters agrees, severally offering) and not jointlyas a financial advisor or a fiduciary to, to purchase from or an agent of, the Company, at the same purchase price Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto, other than the duties and obligations set forth in clause (a) of this Section 2, 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 opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company grants the Underwriters the right to purchase, severally and not jointly, at their election up to [105,000] Optional Securities, at the purchase price per share set forth in the preceding paragraph, for the sole purpose of covering overallotments in the sale of the Firm SecuritiesAgreement. Any such election to purchase review by the Optional Securities may be exercised no more than once by written notice from you to Representatives or any other Underwriter of the Company, given within a period of 30 days after the date of this Agreement, setting forth Guarantors and the aggregate amount transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Optional Securities to be purchased by Representatives or such other Underwriter, as the Underwriters, severally and not jointlycase may be, and shall not be on behalf of the date on which such Optional Securities are to be deliveredCompany, as determined by you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two Guarantors or later than seven business days after the date of such noticeany other person.