Common use of Purchase of the Shares by the Underwriter Clause in Contracts

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. Such notice shall set forth the 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Subject to issue the terms and conditions set forth herein, each of the Selling Stockholders listed on Schedule 2-A agrees, severally and not jointly (if applicable), to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a purchase price per share (the “Purchase Price”) of $[•]26.65 from each of the Selling Stockholders listed on Schedule 2-A the number of Underwritten Shares (to be adjusted by the Underwriter in its sole discretion so as to eliminate fractional shares) set forth opposite the name of the Underwriter in Schedule 1 hereto. In addition, each of the Company agrees Selling Stockholders listed on Schedule 2-B agrees, severally and not jointly (if applicable), as and to issue and the extent indicated in Schedule 2 hereto, to sell the Option Shares to the Underwriter to cover over-allotments as provided in this AgreementUnderwriter, and the Underwriter shall have the option to purchase at its election, up to 465,657 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at its election, from the Company each Selling Stockholder listed on Schedule 2-B the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 Option Shares to be purchased by the 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 the Underwriter in Schedule 1 hereto bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders listed on Schedule 2-A by the Underwriter, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriter in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2-B hereto. The Underwriter 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 (30th) day following the date of the Prospectus, by written notice from the Underwriter to the CompanyCompany and the Selling Stockholders. 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 or later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees and each of the Selling Stockholders agree, severally and not jointly, to issue and sell the Underwritten Shares to the Underwriter as set forth opposite the name of the Underwriter in Schedule II hereto and as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company and each of the Underwritten Shares Selling Stockholders at a purchase price per share of $ _______ (the “"Purchase Price”") the number of $[•]. Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite their respective names in Schedule I. In addition, the Company agrees and each of the Selling Stockholders, as and to issue the extent indicated in Schedule I hereto agree, severally and not jointly, to sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter shall have the option to purchase at its election up to [ ] Option Shares at the Purchase Price. The Underwriter, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase from the Company and each of the Option Shares Selling Stockholders at the Purchase Price less an amount per share equal the number of Option Shares as to any dividends or distributions declared which such election shall have been exercised. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and payable on the Underwritten Shares but not payable on the Option Shareseach Selling Stockholder as set forth in Schedule I hereto. The Underwriter may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Underwriter to the CompanyCompany and the Attorney-in-Fact (as defined below). 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, 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company Selling Shareholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares Selling Shareholder at a purchase price per share of $39.83 (the “Purchase Price”) the number of $[•]Underwritten Shares set forth opposite its name in Schedule 1 hereto. In addition, the Company Selling Shareholder agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company Selling Shareholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 30th day following the date of the Prospectus, by written notice from the Underwriter to the CompanySelling Shareholder. 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, 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 or nor later than the tenth 10th full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each Selling Shareholder agrees, severally and not jointly, to issue and sell its respective portion of the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]27.93 from the Selling Shareholders the Underwritten Shares. In addition, each Selling Shareholder agrees as and to the Company agrees extent indicated in Schedule 1 hereto, severally and not jointly, to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares Selling Shareholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the CompanyCompany and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares Selling Stockholder at a purchase price per share of $42.88 (the “Purchase Price”) the number of $[•]Underwritten Shares set forth in Schedule 1 hereto. In addition, the Company agrees Selling Stockholder, as and to issue and the extent indicated in Schedule 2 hereto, agrees, to sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the . The Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at its election from the Company Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to each of the CompanyCompany 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (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 three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $[•]30.37. In addition, the Company Selling Stockholder agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares from the Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the CompanyCompany and the Selling Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). 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 or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares Selling Stockholder at a purchase price per share of $45.00 (the “Purchase Price”) the number of $[•]Underwritten Shares set forth in Schedule 1 hereto. In addition, the Company agrees Selling Stockholder, as and to issue and the extent indicated in Schedule 2 hereto, agrees, to sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the . The Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at its election from the Company Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to each of the CompanyCompany 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (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 three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares Selling Stockholder at a purchase price per share of $47.08 (the “Purchase Price”) the number of $[•]Underwritten Shares set forth in Schedule 1 hereto. In addition, the Company agrees Selling Stockholder, as and to issue and the extent indicated in Schedule 2 hereto, agrees, to sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the . The Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at its election from the Company Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to each of the CompanyCompany 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (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 three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a price per share of $12.57 (the “Purchase Price”) of $[•]). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. Such option may be exercised only to cover over-allotments in the sale of the Underwritten Shares by the Underwriter. The Underwriter 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 Underwriter to the Company; provided that no more than two such notices shall be given prior to such thirtieth day. 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice delivered after the Closing Date (as hereinafter defined) shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from each of the Company the Underwritten Shares Selling Stockholders at a purchase price per share of $48.50 (the “Purchase Price”) the aggregate number of $[•]Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto. In addition, the Company Sirona Holdings Luxco S.C.A. agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter shall have the option to purchase at its election up to 675,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Shares Sirona Holdings Luxco S.C.A. at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. Sirona Holdings Luxco S.C.A. 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, 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any Except in connection with a concurrent closing with the sale of the Underwritten Shares, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]29.88. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof for which the record date is a date prior to the issuance of the Option Shares and which dividends or distributions are payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]11.4165 (reflecting underwriting discounts and commissions of $0.3835 per share from the public offering price of $11.80 per share). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments several Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, 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 purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase the 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 Underwriter Representatives to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a purchase price per share Share of $79.50 (the “Purchase Price”) of $[•]). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the up to 750,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from each of the Company the Underwritten Shares Selling Stockholders at a price per share (the “Purchase Price”) of $[•]9.70 the number of Underwritten Shares set forth opposite such Selling Stockholder’s name in Schedule 1 hereto. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from each of the Company Selling Stockholders the Option Shares at the Purchase Price Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, the number of Option Shares set forth opposite such Selling Stockholder’s name in Schedule 1 hereto. The Underwriter 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 Underwriter to the CompanyCompany and the Selling Stockholders. 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (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.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]11.7902, provided that any Underwritten Shares which are purchased by GSO Capital Partners LP or their affiliates will be at a price per share of $12.50. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments several Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, 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 purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase the 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 Underwriter Representative to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]15.70. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the any or all of Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]35.79. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. The Underwriter may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Underwriter to the Company. 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, 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $[•]30.76. In addition, the Company Selling Stockholder agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares from the Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the CompanyCompany and the Selling Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). 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 or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]35.15. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. The Underwriter may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Underwriter to the Company. 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, 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this AgreementUnderwriter, and the UnderwriterUnderwriter agrees to purchase from the Company, in each case, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a purchase price per share of $10.9395 (the “Purchase Price”) of $[•]), the Underwritten Shares. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this AgreementUnderwriter, and the Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase from the Company the up to 9,000,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. The Underwriter 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 Underwriter to the Company. 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell, and each Selling Stockholder agrees, severally and not jointly, to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share of $66.28 (the “Purchase Price”) the number of $[•]Underwritten Shares to be sold by the Company as set forth in Schedule 1 hereto and the Selling Stockholders as set forth in Schedule 2 hereto. In addition, the Company agrees each Selling Stockholder agrees, severally and not jointly, to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal Price. If any Option Shares are to any dividends or distributions declared be purchased, the number of Option Shares to be purchased by the Company and payable on Underwriter from each Selling Stockholder shall be the Underwritten number of Option Shares but not payable on (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) that bears the same proportion to the total number of Option SharesShares to be sold as the maximum number of Option Shares to be sold set forth in Schedule 2 hereto opposite the name of such Selling Stockholder bears to the maximum total number of Option Shares to be sold. The Underwriter 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 Underwriter to the CompanyCompany and the Selling Stockholders. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a purchase price per share of $7.8169 (the “Purchase Price”) of $[•]the Underwritten Shares. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter shall have the option to purchase at its election up to 450,000 Option Shares at the Purchase Price. The Underwriter, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase from the Company the Option Shares at the Purchase Price less an amount per share equal that portion of the number of Option Shares as to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shareswhich such election shall have been exercised. The Underwriter may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Underwriter to the Company. 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, 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the: (i) Underwritten Shares, excluding the Underwritten Shares Directed Shares, at a price per share (the “Purchase Price”) of $[•]5.715; and (ii) Directed Shares at a price per share of $5.94. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. Such notice shall set forth the 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]15.8875 (reflecting underwriting discounts and commissions of $0.5125 per share from the public offering price of $16.40 per share). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments several Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, 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 purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase the 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 Underwriter Representatives to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]6.2364 (reflecting underwriting discounts and commissions of $0.2636 per share from the public offering price of $6.50 per share). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments several Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, 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 purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriters in their sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase the 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 Underwriter Underwriters to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, Underwriter on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]19.77. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, Underwriter 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 from the Company Company, the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]14.6000 (reflecting underwriting discounts and commissions of $0.4745 per share from the public offering price of $14.1255 per share). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments several Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, 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 purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase the 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 Underwriter Representatives to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]7.98 (reflecting underwriting discounts and commissions of $0.42 per share from the public offering price of $8.40 per share). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments several Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, 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 purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase the 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 Underwriter Representatives to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]16.3733. The Company will not be obligated to deliver any of the Shares except upon payment for all the Shares to be purchased as provided herein. In addition, the Company agrees to issue and sell the Option Shares hereby grants an option to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 Option Shares to be purchased by the 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 the Underwriter bears to the aggregate number of Underwritten Shares being purchased from the Company by the Underwriter, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriter in its sole discretion shall make. The Underwriter 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 ProspectusProspectus Supplement, by written notice from the Underwriter to the Company. 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 or later than the tenth third full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Subject to issue the terms and conditions set forth herein, each of the Selling Stockholders listed on Schedule 2-A agrees, severally and not jointly, to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a purchase price per share (the “Purchase Price”) of $[•]15.895 from each of the Selling Stockholders listed on Schedule 2-A the number of Underwritten Shares (to be adjusted by the Underwriter in its sole discretion so as to eliminate fractional shares) set forth opposite the name of the Underwriter in Schedule 1 hereto. In addition, each of the Company agrees Selling Stockholders listed on Schedule 2-B agrees, severally and not jointly, as and to issue and the extent indicated in Schedule 2 hereto, to sell the Option Shares to the Underwriter to cover over-allotments as provided in this AgreementUnderwriter, and the Underwriter shall have the option to purchase at their election up to 375,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at its election, from the Company each Selling Stockholder listed on Schedule 2-B the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 Option Shares to be purchased by the 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 the Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders listed on Schedule 2-A by the Underwriter, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriter in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2-B hereto. The Underwriter 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 (30th) day following the date of the Prospectus, by written notice from the Underwriter to the CompanyCompany and the Selling Stockholders. 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 or later than the tenth (10th) full business day (as hereinafter defined) after the date of such noticenotice (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 (2) business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this underwriting agreement (this “Agreement”), and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]6.36 (reflecting underwriting discounts and commissions of $0.19 per share from the public offering price of $6.55 per share). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase the 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 Underwriter to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell sell, the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from each of the Company the Underwritten Shares Selling Stockholders at a purchase price per share of $25.30 (the “Purchase Price”) the number of $[•]Underwritten Shares set forth opposite their respective names in Schedule 2 hereto. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares each Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriter may exercise the option to purchase Option Shares at any time 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 Underwriter to the Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Stockholders (as defined in Schedule 2 hereto). 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (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.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]13.266. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each of the Selling Shareholders agrees, severally and not jointly, to issue and sell the number of Underwritten Shares set forth opposite the name of such Selling Shareholder in Schedule 2 hereto to the Underwriter as provided in Underwriters pursuant to the terms of this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]26.6825, the respective number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 3 hereto. In addition, each of the Company agrees to issue Selling Shareholders agrees, severally and sell the Option Shares not jointly, as and to the Underwriter extent indicated in Schedule 2 hereto, to cover over-allotments sell, to the several Underwriters as provided in this AgreementAgreement the number of Option Shares set forth opposite the name of such Selling Shareholder in Schedule 2 hereto, and the UnderwriterUnderwriters, 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 from the Company purchase, severally and not jointly, the Option Shares from the Selling Shareholders at the Purchase Price less an amount per share equal Price. If any Option Shares are to any dividends or distributions declared be purchased, the number of 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 3 hereto bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the Company and payable on several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwritten Shares but not payable on the Option SharesRepresentatives in their sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, whole or from time to time in part, on or before the thirtieth day following the date of the Final Prospectus, solely to cover over-allotments, if any, by written notice from the Underwriter Representatives to the CompanyCompany and the Selling Shareholders, provided, however, that such option may not be exercised more than twice. 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 or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]15.20. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the any or all of Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice . Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]12.22. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof or unless otherwise agreed to in writing by the Underwriter and the Company). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “"Purchase Price”) " of $[•]20.00. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. The Underwriter may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Underwriter to the Company. 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, 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each of the Selling Shareholders agrees, severally and not jointly, to issue and sell sell, the Underwritten Shares to the Underwriter as provided in pursuant to the terms of this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $[•]15.57, from each of the Selling Shareholders the number of Underwritten Shares set forth opposite the name of such Selling Shareholder in Schedule 2 hereto. In addition, each of the Company agrees Selling Shareholders agrees, severally and not jointly, as and to issue and sell the Option Shares extent indicated in Schedule 2 hereto, to sell, to the Underwriter to cover over-allotments as provided in this AgreementAgreement the number of Option Shares set forth opposite the name of such Selling Shareholder in Schedule 2 hereto, and the Underwriter, 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 from the Company the Option Shares from each Selling Shareholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, whole or from time to time in part, on or before the thirtieth day following the date of the Final Prospectus, by written notice from the Underwriter to the CompanyCompany and the Selling Shareholders, provided, however, that such option may not be exercised more than twice. 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 or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell sell, the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from each of the Company the Underwritten Shares Selling Stockholders at a purchase price per share of $31.74 (the “Purchase Price”) the number of $[•]Underwritten Shares set forth opposite their respective names in Schedule 2 hereto. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares each Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriter may exercise the option to purchase Option Shares at any time 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 Underwriter to the Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Stockholders (as defined in Schedule 2 hereto). 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (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.

Purchase of the Shares by the Underwriter. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $[•]29.04. In addition, the Company Selling Stockholder agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares from the Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the CompanyCompany and the Selling Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). 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 or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares Selling Stockholder at a purchase price per share of $45.31 (the “Purchase Price”) the number of $[•]Underwritten Shares set forth in Schedule 1 hereto. In addition, the Company agrees Selling Stockholder, as and to issue and the extent indicated in Schedule 2 hereto, agrees, to sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the . The Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at its election from the Company Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to each of the CompanyCompany 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (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 three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $[•]30.62. In addition, the Company Selling Stockholder agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares from the Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the CompanyCompany and the Selling Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). 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 or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]10.45. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 Option Shares to be purchased by the 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the Underwriter, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriter in its sole discretion shall make. The Underwriter 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 Underwriter to the Company. 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell sell, the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from each of the Company the Underwritten Shares Selling Stockholders at a purchase price per share of $28.20 (the “Purchase Price”) the number of $[•]Underwritten Shares set forth opposite their respective names in Schedule 2 hereto. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares each Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriter may exercise the option to purchase Option Shares at any time 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 Underwriter to the Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Stockholders (as defined in Schedule 2 hereto). 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (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.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each Selling Stockholder agrees, severally and not jointly, to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Underwritten Shares Selling Stockholders at a price per share (the “Purchase Price”) of $[•]9.752 the number of Shares set forth under such Selling Stockholder’s name in Schedule I hereto. In addition, the Company agrees Selling Stockholders agree, severally and not jointly, to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company Selling Stockholders the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. The Underwriter may exercise the option to purchase the Option Shares at any time in whole, or whole and from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectusthis Agreement, by written notice from the Underwriter to the Selling Stockholders and the Company. 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, 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell the Underwritten Shares to the Underwriter as provided in this AgreementAgreement the number of Underwritten Shares as set forth opposite their respective names in Schedule 1 hereto, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, to purchase from each of the Company the Underwritten Shares Selling Stockholders at a purchase price per share of $55.63125 (the “Purchase Price”) the number of $[•]Underwritten Shares as set forth opposite their respective names in Schedule 1 hereto. In addition, each of the Company agrees Selling Stockholders, as and to issue the extent indicated in Schedule 1 hereto, agrees, severally and not jointly, to sell the Option Shares to the Underwriter to cover over-allotments as provided in this AgreementAgreement the number of Option Shares as set forth opposite their respective names in Schedule 1 hereto, and the Underwriter, 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 from the Company Selling Stockholders at its election up to the number of Option Shares as set forth opposite their respective names in Schedule 1 hereto at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Underwriter to the CompanyAttorney-in-Fact (as defined below). 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 or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any Except with respect to Option Shares to be purchased on the Closing Date, if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]91.374. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, 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 from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriter in its sole discretion shall make. The Underwriter 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 Underwriter to the Company. 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 or later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on On the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions of, this Agreement, the Selling Stockholder agrees to sell the number of Firm Shares set forth hereinopposite its name in Schedule II hereto to the Underwriter, and the Underwriter agrees to purchase the number of Firm Shares set forth opposite the Underwriter’s name in Schedule I hereto. The Underwriter shall be obligated to purchase from the Company Selling Stockholder, that number of Firm Shares that represents the Underwritten same proportion of the number of Firm Shares at a price per share (to be sold by the “Purchase Price”) Selling Stockholder as the number of $[•]Firm Shares set forth opposite the name of the Underwriter in Schedule I represents of the total number of Firm Shares to be purchased by the Underwriter pursuant to this Agreement. In addition, the Company agrees to issue and sell the Option Shares Selling Stockholder grants to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the an option to purchase from the Company the Option Shares at the Purchase Price less an amount per share equal up to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter 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 Underwriter to the Company. Such notice shall set forth the number of Option Shares as to which set forth opposite the Selling Stockholder’s name in Schedule II hereto. Such option is being exercised exercisable in the event that the Underwriter sells more shares of Common Stock than the number of Firm Shares in the offering and as set forth in Section 3 hereof. The Underwriter agrees to purchase the date and time when the number of Option Shares are (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of the Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $5.15 per share. The Selling Stockholder shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•]8.16 (reflecting underwriting discounts and commissions of $0.34 per share from the public offering price of $8.50 per share). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter to cover over-allotments several Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, 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 purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the 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 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 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase the 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 Underwriter Representative to the Company. 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 or nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.