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

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Selling Stockholder agrees to sell the Firm Shares to the Underwriter, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated to deliver any of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriter. On (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees to purchase the Underwritten Shares from the Selling Stockholder at a purchase price per share of $15.91 (the “Purchase Price”). In addition, the Selling Stockholder agrees to sell the Firm Option Shares to the Underwriter and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the Underwriter agrees conditions set forth herein, shall have the option to purchase from the Firm 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 to the Company and the Selling Stockholder. 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. (b) The Company agrees to reimburse and the Selling Stockholder $00.50 per share for each understand that the Underwriter intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in its judgment is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledge and agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter. (c) Payment for an aggregate of $2,821,564.50 the Shares shall be made by wire transfer of in immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid account specified by the Selling Stockholder to the Underwriter in connection with the sale case of the Firm Underwritten Shares, providedat the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, that if 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 28, 2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Company, the Underwriter and the Selling Stockholder may agree upon in writing or, in the case of Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is exercised onreferred to herein as the “Closing Date”, or prior toand the time and date for any such payment for Option Shares, if other than the Closing Date, the reimbursement owed by the Company is herein referred to the Selling Stockholder shall instead be deducted from the purchase price as an “Additional Closing Date.” Payment for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated to deliver any of the Option Shares to be delivered purchased on the applicable Delivery Closing Date or any Additional Closing Date, except upon payment for all such Option as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $2.632. In addition, the Company agrees to issue and conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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 (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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse or through any affiliate of an Underwriter. (c) Payment for the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, at 10:00 A.M., New York City time, on April 13, 2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option such Shares and duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s-length contractual counterparty to the Selling Stockholder along Company with respect to the purchase price for offering of Shares contemplated hereby (including in connection with determining the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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 conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxxxx Chance US LLP at 10:00 A.M., New York City time, on September 9, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedNew York City time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Selling Stockholder shall instead be deducted from offering of Shares contemplated hereby (including in connection with determining the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees to purchase the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.37. In addition, the Selling Stockholder agrees to sell the Firm Option Shares to the UnderwriterUnderwriter as provided in this Agreement, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up 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 full amount Company 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; providedShares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, that 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 seventh full business day (as hereinafter defined) after the date of such option notice. Any such notice shall be exercisable only in given at least two business days prior to the event date and time of delivery specified therein. (b) The Selling Stockholder understands that the Underwriter purchases all intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the Initial Delivery Date and as terms set forth in Section 5 of this Agreementthe Prospectus. The price Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of both the Firm Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder, to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on September 26, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and any the Selling Stockholder may agree upon in writing or, in the case of the Option Shares purchased Shares, on the date and at the time and place specified by the Underwriter shall be $39.00 per sharein the written notice of the Underwriter’s election to purchase such Option Shares. The Company shall not be obligated time and date of such payment for the Underwritten Shares is referred to deliver any of herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment for all such Option as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the initial sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be. (d) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. On the basis (a) Each of the representations Selling Stockholders agrees, severally and warranties contained innot jointly, and subject to sell to the terms and conditions of, Underwriter as provided in this Agreement, Agreement the Selling Stockholder agrees to sell the Firm number of Underwritten Shares to the Underwriteras set forth opposite their respective names in Schedule 1 hereto, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms conditions set forth herein, agrees, to purchase from each of the 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 Selling Stockholders, as and to the extent indicated in Schedule 1 hereto, agrees, severally and not jointly, to sell to the Underwriter as provided in this Agreement 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 ofset forth herein, shall have the option to purchase from the 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 this Agreement, the Company grants by written notice from the Underwriter an option to purchase up to the full amount Attorney-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares; provided, that such Shares as to which the option shall be exercisable only in is being exercised and the event that date and time when the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by are to be delivered and paid for, which may be the Underwriter shall be $39.00 per share. The Company same date and time as the Closing Date (as hereinafter defined) but shall not be obligated earlier than the Closing Date or later than the tenth full business day after the date of such notice. Except with respect to deliver any of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on the Closing Date, if any, any such Delivery Date as provided hereinnotice 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. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the (a) The Selling Stockholder agrees to sell the Firm Underwritten Shares to the UnderwriterUnderwriter 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 the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 at a purchase price per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer 47.08 (the “Purchase Price”) the number of immediately available funds to such account(s) designated by the Selling Stockholder to the CompanyUnderwritten Shares set forth in Schedule 1 hereto. In addition, upon and simultaneously with the Selling Stockholder’s sale of , as and to the Firm extent indicated in Schedule 2 hereto, agrees, to sell the Option Shares to the Underwriter as provided in this Agreement. The Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up at its election from the 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 Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least three business days prior to the full amount date and time of Option Shares; provided, that such option shall be exercisable only in the event delivery specified therein. (b) The Selling Stockholder understands that the Underwriter purchases all intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the Initial Delivery Date and as terms set forth in Section 5 of this Agreementthe Prospectus. The price Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any of both its affiliates. (c) Payment for the Firm Shares shall be made by wire transfer in immediately available funds to the account(s) specified by the Selling Stockholder to the Underwriter at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP at 10:00 A.M., New York City time, on June 6, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and any the Selling Stockholder may agree upon in writing or, in the case of the Option Shares purchased Shares, on the date and at the time and place specified by the Underwriter shall be $39.00 per sharein the written notice of the Underwriter’s election to purchase such Option Shares. The Company shall not be obligated time and date of such payment for the Underwritten Shares is referred to deliver any of herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment for all such Option as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. At the Closing Date or the Additional Closing Date, as the case may be, the Underwriter shall transfer the Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), pursuant to deeds of transfer to be signed by the Underwriter and countersigned by the Company and the Selling Stockholder for acknowledgement, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Deeds of Transfer”). Registration in the shareholders’ register of the Company shall take place of such Shares in the name of Cede or such other nominee and the Shares shall be credited on the books of DTC to the securities account of the Underwriter. Delivery Date of the Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (d) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as provided hereina financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. The Company and the Selling Stockholder agree that they will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.

Purchase of the Shares by the Underwriter. On (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees to purchase the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.62. In addition, the Selling Stockholder agrees to sell the Firm Option Shares to the UnderwriterUnderwriter as provided in this Agreement, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up 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 full amount Company 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; providedShares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, that 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 seventh full business day (as hereinafter defined) after the date of such option notice. Any such notice shall be exercisable only in given at least two business days prior to the event date and time of delivery specified therein. (b) The Selling Stockholder understands that the Underwriter purchases all intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the Initial Delivery Date and as terms set forth in Section 5 of this Agreementthe Prospectus. The price Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of both the Firm Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder, to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on March 9, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and any the Selling Stockholder may agree upon in writing or, in the case of the Option Shares purchased Shares, on the date and at the time and place specified by the Underwriter shall be $39.00 per sharein the written notice of the Underwriter’s election to purchase such Option Shares. The Company shall not be obligated time and date of such payment for the Underwritten Shares is referred to deliver any of herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment for all such Option as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the initial sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be. (d) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Selling Stockholder agrees to sell the Firm Shares to the Underwriter, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. (a) The Company agrees to reimburse issue and sell the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Underwritten Shares to the UnderwriterUnderwriter as provided in this Agreement, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if and the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, agrees to purchase from the Company grants the Underwriter an option to purchase up to the full amount respective number of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Underwritten Shares on the Initial Delivery Date and as set forth opposite the Underwriter’s name in Section 5 Schedule 1 hereto at a price per share (the “Purchase Price”) of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share16.3733. The Company shall will not be obligated to deliver any of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all the Shares to be purchased as provided herein. In addition, the Company hereby grants an option 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, 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 Prospectus 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 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. (b) The Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in its judgment is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter. (c) Payment for and delivery of the Underwritten Shares will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 a.m., New York City time, on February 5, 2021, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment and delivery of the Shares is referred to herein as the “Closing Date,” and the time and date of such payment and delivery for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” (d) Payment for the Shares shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriter against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be. (e) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person with respect to any such offering. Additionally, the Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriter. On (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees to purchase the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $29.04. In addition, the Selling Stockholder agrees to sell the Firm Option Shares to the UnderwriterUnderwriter as provided in this Agreement, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up 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 full amount Company 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; providedShares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, that 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 seventh full business day (as hereinafter defined) after the date of such option notice. Any such notice shall be exercisable only in given at least two business days prior to the event date and time of delivery specified therein. (b) The Selling Stockholder understands that the Underwriter purchases all intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the Initial Delivery Date and as terms set forth in Section 5 of this Agreementthe Prospectus. The price Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of both the Firm Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder, to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on August 29, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and any the Selling Stockholder may agree upon in writing or, in the case of the Option Shares purchased Shares, on the date and at the time and place specified by the Underwriter shall be $39.00 per sharein the written notice of the Underwriter’s election to purchase such Option Shares. The Company shall not be obligated time and date of such payment for the Underwritten Shares is referred to deliver any of herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment for all such Option as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the initial sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be. (d) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees 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 Selling Stockholder Company agrees to issue and sell the Firm Option Shares to the UnderwriterUnderwriter as provided in this Agreement, and the Underwriter agrees 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 the Firm Shares from the Selling StockholderCompany, 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. (b) The Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxx, Xxxx & Xxxxxxx LLP at 10:00 A.M., Boston time, on January 9, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing, or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedBoston time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Selling Stockholder shall instead be deducted from offering of Shares contemplated hereby (including in connection with determining the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms conditions set forth herein, agrees to purchase from the Company the: (i) Underwritten Shares, excluding the Directed Shares, at a price per share (the “Purchase Price”) of $5.715; and conditions of(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, the Selling Stockholder agrees to sell the Firm Shares to 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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxx & Bird LLP at 10:00 A.M., Eastern Time, on November 4, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedEastern Time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Selling Stockholder shall instead be deducted from offering of Shares contemplated hereby (including in connection with determining the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany. (e) [Reserved.]

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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 conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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 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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse or through any affiliate of an Underwriter. (c) Payment for the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP at 10:00 A.M., New York City time, on March 18, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option such Shares and duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”). (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder along Company with respect to the purchase price for offering of Shares contemplated hereby (including in connection with determining the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject (a) Subject to the terms and conditions ofset 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 at a purchase price per share (the “Purchase Price”) of $26.65 from each of the Selling Stockholder agrees 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 Selling Stockholders listed on Schedule 2-B agrees, severally and not jointly (if applicable), as and to the extent indicated in Schedule 2 hereto, to sell the Firm Option Shares to the Underwriter, and the Underwriter agrees shall have the option to purchase at its election, up to 465,657 Option Shares at the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 Purchase Price less an amount per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds equal to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, any dividends or prior to, the Closing Date, the reimbursement owed distributions declared by the Company to and payable on the Selling Stockholder shall instead be deducted from the purchase price for Underwritten Shares but not payable on the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In additionThe Underwriter, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up at its election, from 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 full amount of Company and payable on the Underwritten Shares but not payable on the Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and If any Option Shares are to be purchased, the number of Option Shares to be purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated the number of Option Shares which bears the same ratio to deliver any 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 Company 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. (b) The Company and the Selling Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholders acknowledge and agree that the Underwriter may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the accounts specified to the Underwriter by each applicable Delivery Selling Stockholder, in the case of the Underwritten Shares, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on March 13, 2017, or at such other time or place on the same or such other date, not later than the fifth (5th) business day thereafter, as the Underwriter and the Selling Stockholders may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, except upon payment is herein referred to as the “Additional Closing Date.” Payment for all such Option the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The book entry notation of such Shares will be made available for inspection by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be. (d) Each of the Selling Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Selling Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Selling Stockholders.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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 conditions ofcommissions 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 as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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, 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 agrees may exercise the option to purchase the Firm 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 Selling StockholderUnderwriter 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 nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxx Xxxxxx LLP, 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 at 10:00 a.m., New York City time, on March 13, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option such Shares and duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder along Company with respect to the purchase price for offering of Shares contemplated hereby (including in connection with determining the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, the Selling Stockholder agrees to sell the Firm Shares to the Underwriter, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 at a price per share for (the “Purchase Price”) of $20.28 from each of the Firm Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholders acknowledge and agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter. (c) Payment for an aggregate of $2,821,564.50 the Shares shall be made by wire transfer of in immediately available funds to such account(s) designated the accounts specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale Stockholders or any of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder them to the Underwriter at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on May 10, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option such Shares and duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter to the shall otherwise instruct. (d) Each Planet Fitness Party and Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations acknowledges and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event agrees that the Underwriter purchases all is acting solely in the capacity of an arm’s length contractual counterparty to the Planet Fitness Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the Firm Shares on offering) and not as a financial advisor or a fiduciary to, or an agent of, the Initial Delivery Date and Planet Fitness Parties, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Planet Fitness Parties, the Selling Stockholders or any other person as set forth to any legal, tax, investment, accounting or regulatory matters in Section 5 of this Agreementany jurisdiction. The price Planet Fitness Parties and the Selling Stockholders shall consult with their own advisors concerning such matters, each shall be responsible for making its own independent investigation and appraisal of both the Firm Shares transactions contemplated hereby and any Option Shares purchased the Underwriter shall have no responsibility or liability to the Planet Fitness Parties or the Selling Stockholders with respect thereto. Any review by the Underwriter shall of the Planet Fitness Parties, the transactions contemplated hereby or other matters relating to such transactions will be $39.00 per share. The Company performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on Planet Fitness Parties or the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinSelling Stockholders.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Selling Stockholder agrees to sell the Firm Shares to the Underwriter, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. (a) The Company agrees to reimburse the issue and sell, and each Selling Stockholder $00.50 per share for each of agrees, severally and not jointly, to sell the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Underwritten Shares to the UnderwriterUnderwriter as provided in this Agreement, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if and the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, agrees to purchase at a price per share of $66.28 (the “Purchase Price”) the number of Underwritten Shares to be sold by the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this AgreementSchedule 1 hereto and the Selling Stockholders as set forth in Schedule 2 hereto. The price of both the Firm Shares In addition, each Selling Stockholder agrees, severally and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated jointly, to deliver any of sell the Option Shares to be delivered the Underwriter as provided in this Agreement, and the Underwriter, on the applicable Delivery Datebasis of the representations, except upon payment for all such warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase the Option Shares at the Purchase Price. If any Option Shares are to be purchased, the number of Option Shares to be purchased by the Underwriter from each Selling Stockholder shall be the number of Option Shares (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 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 Company 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 nor later than the tenth full business day (as hereinafter defined) after the date of such Delivery Date as provided hereinnotice. 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. On (a) The Company agrees to issue and sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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 conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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. The Underwriter agrees may exercise the option to purchase the Firm Option Shares at any time in whole, or from time to time in part, on or before the Selling Stockholderthirtieth day following the date of this Agreement, by written notice 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 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. (b) The Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse or through any of its affiliates. (c) Payment for the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder Company to the Company, upon and simultaneously with Underwriter in the Selling Stockholder’s sale case of the Firm Underwritten Shares, at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at 10:00 a.m. New York City time on February 13, 2007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, are herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date in definitive form registered in the name of the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter with any transfer taxes payable in connection with the sale of the Firm SharesShares duly paid by the Company. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of X.X. Xxxxxx Securities Inc. set forth above not later than 1:00 p.m., providedNew York City time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Selling Stockholder shall instead be deducted from offering of Shares contemplated hereby (including in connection with determining the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company nor any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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 conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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 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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse or through any affiliate of an Underwriter. (c) Payment for the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 10:00 A.M., New York City time, on November 13, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option such Shares and duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”). (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder along Company with respect to the purchase price for offering of Shares contemplated hereby (including in connection with determining the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $6.1100. In addition, the Company agrees to issue and conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse or through any affiliate of an Underwriter. (c) Payment for the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, at 10:00 A.M., New York City time, on November 21, 2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option such Shares and duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s-length contractual counterparty to the Selling Stockholder along Company with respect to the purchase price for offering of Shares contemplated hereby (including in connection with determining the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms conditions set forth herein, agrees to purchase from each of the 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 Selling Stockholders agrees, severally and conditions ofnot jointly, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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 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, 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 notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholders understand that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company agrees Selling Stockholders acknowledge and agree that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the accounts specified by the Selling Stockholder Attorneys-in-Fact or any of them (with regard to payment to the Company, upon Selling Stockholders other than the Sponsor Selling Stockholders) and simultaneously with the Selling Stockholder’s sale each of the Firm Shares Sponsor Selling Stockholders, as applicable, to the Underwriter in the case of the Underwritten Shares, at the offices of Winston & Xxxxxx LLP at 10:00 A.M., New York City time, on March 12, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter, the Attorneys-in-Fact or any of them and the Sponsor Selling Stockholders may agree upon in order to reimburse writing or, in the Selling Stockholder for 50% case of the underwriting commissions paid Option Shares, on the date and at the time and place specified by the Selling Stockholder Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesSelling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedNew York City time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) Each of the Company and each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall instead consult with their own advisors concerning such matters and shall be deducted from responsible for making their own independent investigation and appraisal of the purchase price for transactions contemplated hereby, and the Option Shares and paid Underwriter shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to the Selling Stockholder along with the purchase price such transactions will be performed solely for the Firm Shares. In addition, on the basis benefit of the representations Underwriter and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated to deliver any on behalf of the Option Shares to be delivered on Company or the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinSelling Stockholders.

Purchase of the Shares by the Underwriter. On the basis (a) Each of the representations Selling Stockholders agrees, severally and warranties contained innot jointly, and subject to sell the Underwritten Shares to the terms and conditions of, Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to and the Underwriter, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, the Company grants the Underwriter an option agrees to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all from each of the Firm Selling Stockholders at a price per share (the “Purchase Price”) of $9.70 the number of Underwritten Shares on the Initial Delivery Date and as set forth opposite such Selling Stockholder’s name in Section 5 Schedule 1 hereto. In addition, each of this Agreement. The price of both the Firm Shares Selling Stockholders agrees, severally and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated jointly, to deliver any of sell the Option 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, shall have the option to purchase from each of the 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 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 Company 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 on and paid for, which may be the applicable Delivery Date, except upon payment for all 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 Option Shares notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to be purchased on such Delivery Date as provided hereinthe date and time of delivery specified therein.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Selling Stockholder agrees to sell the number of Firm Shares set forth opposite 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 Selling Stockholder. The Company agrees to reimburse , that number of Firm Shares that represents the Selling Stockholder $00.50 per share for each same proportion of the number of Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated be sold by the Selling Stockholder to as the Company, upon and simultaneously with number of Firm Shares set forth opposite the Selling Stockholder’s sale name of the Underwriter in Schedule I represents of the total number of Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid purchased by the Underwriter pursuant to the Selling Stockholder along with the purchase price for the Firm Sharesthis Agreement. In addition, on the basis of the representations and warranties contained in, and subject Selling Stockholder grants to the terms and conditions of, this Agreement, the Company grants the Underwriter an option to purchase up to the full amount number of Option Shares; provided, that such Shares set forth opposite the Selling Stockholder’s name in Schedule II hereto. Such option shall be is exercisable only in the event that the Underwriter purchases all sells more shares of Common Stock than the number of Firm Shares on in the Initial Delivery Date offering and as set forth in Section 5 3 hereof. The Underwriter agrees to purchase the number of this AgreementOption Shares (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 $39.00 5.15 per share. The Company Selling Stockholder shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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”). In addition, the Company agrees to issue and conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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. (b) The Company understands that the Underwriter agrees intends to purchase offer the Firm Shares from on the Selling Stockholderterms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP at 10:00 a.m., New York City time, on December 5, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option such Shares and duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder along Company with respect to the purchase price for offering of Shares contemplated hereby (including in connection with determining the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (a) The Company agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees to purchase from the Company at a purchase price per share of $7.8169 (the “Purchase Price”) the Underwritten Shares. In addition, the Selling Stockholder Company agrees to sell the Firm Option Shares to the Underwriter, Underwriter and the Underwriter agrees shall have the option to purchase at its election up to 450,000 Option Shares at the Firm Shares from the Selling StockholderPurchase Price. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties contained inherein contained, and but subject to the terms conditions hereinafter stated, shall have the option to purchase from the Company at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised. The Underwriter may exercise the option to purchase the Option Shares at any time and conditions of, from time to time on or before the thirtieth day following the date of this Agreement, the Company grants by written notice from the Underwriter an option to purchase up to the full amount Company. Such notice shall set forth the aggregate number of Option Shares; provided, that Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such option notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be exercisable only in given at least two Business Days prior to the event date and time of delivery specified therein. (a) The Company understands that the Underwriter purchases all intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the Initial Delivery Date and as terms set forth in Section 5 the Time of this AgreementSale Prospectus. The price Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of both the Firm Shares Underwriter and that any Option such affiliate may offer and sell Shares purchased by it to or through the Underwriter Underwriter. (b) Payment for the Shares shall be $39.00 per sharemade by wire transfer in immediately available funds to the account specified by the Company to the Underwriter. The Company shall not be obligated time and date of such payment for the Underwritten Shares are referred to deliver any of herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, are herein referred to as the “Additional Closing Date.” Payment for the Shares to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment as the case may be, shall be made against delivery to the Underwriter for all such Option its account of the Shares to be purchased on such Delivery date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company. (c) The Company acknowledges and agrees that (i) the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person, (ii) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (iii) the Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriter. On the basis Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion of the representations and warranties contained in, and subject Underwritten Shares to the terms and conditions of, Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to and the Underwriter, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, the Company grants the Underwriter an option agrees to purchase up 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 full amount of Option Shares; providedextent indicated in Schedule 1 hereto, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date severally and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated jointly, to deliver any of sell the Option 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, shall have the option to purchase from the 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 Company 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. (a) The Company and the Selling Shareholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the applicable Delivery terms set forth in the Prospectus. The Company and the Selling Shareholders acknowledge and agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter. (b) Payment for the Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Selling Shareholders, in the case of the Underwritten Shares, at the offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on May 31, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter, the Company and the Selling Shareholders may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, except upon payment is herein referred to as the “Additional Closing Date”. Payment for all such Option the Shares to be purchased on the Closing Date, or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the initial sale of such Shares duly paid by the Selling Shareholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares, in the event the Selling Shareholders choose to deliver such Shares in physical form, will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be. (c) Each of the Company and the Selling Shareholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Shareholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholders shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Shareholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Shareholders.

Purchase of the Shares by the Underwriter. On Each of the Selling Shareholders agrees, severally and not jointly, to sell, the Underwritten Shares to the Underwriter pursuant to the terms of this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees to purchase at a price per share (the “Purchase Price”) of $15.57, from each of the Selling Stockholder agrees Shareholders the number of Underwritten Shares set forth opposite the name of such Selling Shareholder in Schedule 2 hereto. In addition, each of the Selling Shareholders agrees, severally and not jointly, as and to sell the Firm extent indicated in Schedule 2 hereto, to sell, to the Underwriter as provided in this Agreement the number of Option Shares to 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 Underwriter agrees conditions set forth herein, shall have the option to purchase the Firm 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 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 Company and the Selling StockholderShareholders, provided, however, that such option may not be exercised more than twice. The Company agrees Such notice shall set forth the aggregate number of Option Shares as to reimburse which the Selling Stockholder $00.50 per share 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 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. (a) Payment for each of the Firm Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the accounts specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale Shareholders or any of the Firm Shares them to the Underwriter, in order to reimburse the case of the Underwritten Shares, at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on November 16, 2017, or at such other time or place on the same or such other date, not later than ten business days thereafter, as the Underwriter, the Company and the Selling Stockholder for 50% Shareholders may agree upon in writing or, in the case of the underwriting commissions paid Option Shares, on the date and at the time and place specified by the Selling Stockholder Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the accounts of the Underwriter of the Shares to be purchased on such date, with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option such Shares and duly paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm SharesShareholders. In addition, on the basis Delivery of the representations and warranties contained in, and subject to Shares shall be made through the terms and conditions of, this Agreement, facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. (b) Each of the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event and each Selling Shareholder acknowledges and agrees that the Underwriter purchases all is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the Firm Shares on offering) and not as a financial advisor or a fiduciary to, or an agent of, the Initial Delivery Date and Company, the Selling Shareholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Shareholders or any other person as set forth to any legal, tax, investment, accounting or regulatory matters in Section 5 of this Agreementany jurisdiction. The price Company and the Selling Shareholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of both the Firm Shares transactions contemplated hereby, and any Option Shares purchased the Underwriter shall have no responsibility or liability to the Company or the Selling Shareholders with respect thereto. Any review by the Underwriter shall of the Company, the transactions contemplated hereby or other matters relating to such transactions will be $39.00 per share. The Company performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on Company or the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinSelling Shareholders.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the (a) The Selling Stockholder agrees to sell the Firm Underwritten Shares to the UnderwriterUnderwriter 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 the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 at a purchase price per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer 42.88 (the “Purchase Price”) the number of immediately available funds to such account(s) designated by the Selling Stockholder to the CompanyUnderwritten Shares set forth in Schedule 1 hereto. In addition, upon and simultaneously with the Selling Stockholder’s sale of , as and to the Firm extent indicated in Schedule 2 hereto, agrees, to sell the Option Shares to the Underwriter as provided in this Agreement. The Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up at its election from the 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 Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least three business days prior to the full amount date and time of Option Shares; provided, that such option shall be exercisable only in the event delivery specified therein. (b) The Selling Stockholder understands that the Underwriter purchases all intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the Initial Delivery Date and as terms set forth in Section 5 of this Agreementthe Prospectus. The price Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any of both its affiliates. (c) Payment for the Firm Underwritten Shares shall be made by wire transfer in immediately available funds to the account(s) specified by the Selling Stockholder to the Underwriter at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP at 10:00 A.M., New York City time, on December 16, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and any the Selling Stockholder may agree upon in writing or, in the case of the Option Shares purchased Shares, on the date and at the time and place specified by the Underwriter shall be $39.00 per sharein the written notice of the Underwriter’s election to purchase such Option Shares. The Company shall not be obligated time and date of such payment for the Shares is referred to deliver any of herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment for all such Option as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. At the Closing Date or the Additional Closing Date, as the case may be, the Underwriter shall transfer the Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), pursuant to deeds of transfer to be signed by the Underwriter and countersigned by the Company and the Selling Stockholder for acknowledgement, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Deeds of Transfer”). Registration in the shareholders’ register of the Company shall take place of such Shares in the name of Cede or such other nominee and the Shares shall be credited on the books of DTC to the securities account of the Underwriter. Delivery Date of the Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (d) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as provided hereina financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. The Company and the Selling Stockholder agree that they will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms conditions set forth herein, agrees to purchase from the Company the Underwritten Shares at a price per share (the “Purchase Price”) of $107.49. In addition, the Company agrees to issue and conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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 Underwriter agrees date and time when the Option Shares are to purchase be delivered and paid for, which may be the Firm Shares from same date and time as the Selling StockholderClosing 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 (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. The Company agrees understands that the Underwriter intends to reimburse the Selling Stockholder $00.50 per share for each make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any of its affiliates and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (b) Payment for an aggregate of $2,821,564.50 the Shares shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Houston, Texas 77002 at 10:00 A.M., New York City time, on March 4, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” (c) Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery through the facilities of the Depository Trust Company (“DTC”) to the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and duly paid by the Company. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder along Company with respect to the purchase price for offering of Shares contemplated hereby (including in connection with determining the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Selling Stockholder agrees to sell the Firm Shares to the Underwriter, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. (a) The Company agrees to reimburse issue and sell the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Underwritten Shares to the UnderwriterUnderwriter as provided in this Agreement, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if and the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, agrees to purchase from the Company grants the Underwriter an option to purchase up to the full amount respective number of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Underwritten Shares on the Initial Delivery Date and as set forth opposite the Underwriter’s name in Section 5 Schedule 1 hereto at a price per share (the “Purchase Price”) of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share8.2075. The Company shall will not be obligated to deliver any of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all the Shares to be purchased as provided herein. In addition, the Company hereby grants an option 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, 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 (or such number increased as set forth in Section 9 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 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 third full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in its judgment is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter. (c) Payment for and delivery of the Underwritten Shares will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 a.m., New York City time, on June 22, 2020, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares . The time and date of such payment and delivery of the Shares is referred to herein as the “Closing Date”, and the time and date of such payment and delivery for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. (d) Payment for the Shares shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriter against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be. (e) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person with respect to any such offering. Additionally, the Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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 conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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 notice (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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxx Frome Wolosky LLP, New York, New York at 10:00 A.M., New York City time, on March 13, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesCompany. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedNew York City time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Selling Stockholder shall instead be deducted from offering of Shares contemplated hereby (including in connection with determining the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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 conditions of, sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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 notice (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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on February 9, 2010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedNew York City time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Selling Stockholder shall instead be deducted from offering of Shares contemplated hereby (including in connection with determining the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject (a) Subject to the terms and conditions ofset 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 at a purchase price per share (the “Purchase Price”) of $18.00 from each of the Selling Stockholder agrees 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 Selling Stockholders listed on Schedule 2-B agrees, severally and not jointly (if applicable), as and to the extent indicated in Schedule 2 hereto, to sell the Firm Option Shares to the Underwriter, and the Underwriter agrees shall have the option to purchase at its election, up to 525,000 Option Shares at the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 Purchase Price less an amount per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds equal to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, any dividends or prior to, the Closing Date, the reimbursement owed distributions declared by the Company to and payable on the Selling Stockholder shall instead be deducted from the purchase price for Underwritten Shares but not payable on the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In additionThe Underwriter, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up at its election, from 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 full amount of Company and payable on the Underwritten Shares but not payable on the Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and If any Option Shares are to be purchased, the number of Option Shares to be purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated the number of Option Shares which bears the same ratio to deliver any 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 Company 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. (b) The Company and the Selling Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholders acknowledge and agree that the Underwriter may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the accounts specified to the Underwriter by each applicable Delivery Selling Stockholder, in the case of the Underwritten Shares, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on August 12, 2016, or at such other time or place on the same or such other date, not later than the fifth (5th) business day thereafter, as the Underwriter and the Selling Stockholders may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, except upon payment is herein referred to as the “Additional Closing Date.” Payment for all such Option the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The book entry notation of such Shares will be made available for inspection by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as provided hereinthe case may be. (d) Each of the Selling Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Selling Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Selling Stockholders.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the (a) The Selling Stockholder agrees to sell the Firm Underwritten Shares to the UnderwriterUnderwriter 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 the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 at a purchase price per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer 45.31 (the “Purchase Price”) the number of immediately available funds to such account(s) designated by the Selling Stockholder to the CompanyUnderwritten Shares set forth in Schedule 1 hereto. In addition, upon and simultaneously with the Selling Stockholder’s sale of , as and to the Firm extent indicated in Schedule 2 hereto, agrees, to sell the Option Shares to the Underwriter as provided in this Agreement. The Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up at its election from the 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 Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least three business days prior to the full amount date and time of Option Shares; provided, that such option shall be exercisable only in the event delivery specified therein. (b) The Selling Stockholder understands that the Underwriter purchases all intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the Initial Delivery Date and as terms set forth in Section 5 of this Agreementthe Prospectus. The price Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any of both its affiliates. (c) Payment for the Firm Underwritten Shares shall be made by wire transfer in immediately available funds to the account(s) specified by the Selling Stockholder to the Underwriter at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP at 10:00 A.M., New York City time, on April 29, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and any the Selling Stockholder may agree upon in writing or, in the case of the Option Shares purchased Shares, on the date and at the time and place specified by the Underwriter shall be $39.00 per sharein the written notice of the Underwriter’s election to purchase such Option Shares. The Company shall not be obligated time and date of such payment for the Underwritten Shares is referred to deliver any of herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment for all such Option as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. At the Closing Date or the Additional Closing Date, as the case may be, the Underwriter shall transfer the Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), pursuant to deeds of transfer to be signed by the Underwriter and countersigned by the Company and the Selling Stockholder for acknowledgement, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Deeds of Transfer”). Registration in the shareholders’ register of the Company shall take place of such Shares in the name of Cede or such other nominee and the Shares shall be credited on the books of DTC to the securities account of the Underwriter. Delivery Date of the Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (d) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as provided hereina financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. The Company and the Selling Stockholder agree that they will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.

Purchase of the Shares by the Underwriter. On (a) The Selling Shareholder agrees to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees to purchase from the 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 Selling Stockholder Shareholder agrees to sell the Firm Option Shares to the Underwriter and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the Underwriter agrees conditions set forth herein, shall have the option to purchase the Firm Shares from the Selling StockholderShareholder 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 30th day following the date of the Prospectus, by written notice from the Underwriter to the Selling 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 which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the 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. (b) The Company and the Selling Shareholder understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company agrees to reimburse and the Selling Stockholder $00.50 per share for each Shareholder acknowledge and agree that the Underwriter may offer and sell Shares to or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Shareholder to the Underwriter in the case of the Underwritten Shares, at the offices of Cravath, Swaine & Mxxxx LLP, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at 10:00 A.M., New York City time, on February 6, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Shareholder may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for its account of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesSelling Shareholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedNew York City time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) Each of the Company and the Selling Shareholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Shareholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Shareholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Shareholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholder shall instead consult with their own advisors concerning such matters and each shall be deducted from responsible for making their own independent investigation and appraisal of the purchase price for transactions contemplated hereby, and the Option Shares and paid Underwriter shall have no responsibility or liability to the Company or the Selling Shareholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to the Selling Stockholder along with the purchase price such transactions will be performed solely for the Firm Shares. In addition, on the basis benefit of the representations Underwriter and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated to deliver any on behalf of the Option Shares to be delivered on Company or the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinSelling Shareholder.

Purchase of the Shares by the Underwriter. On (a) Each of the Selling Stockholders 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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreement, agrees to purchase from each of the Selling Stockholder 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, Sirona Holdings Luxco S.C.A. agrees to sell the Firm Option Shares to the Underwriter, Underwriter and the Underwriter agrees shall have the option to purchase at its election up to 675,000 Option Shares at the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 Purchase Price less an amount per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds equal to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, any dividends or prior to, the Closing Date, the reimbursement owed distributions declared by the Company to and payable on the Selling Stockholder shall instead be deducted from the purchase price for Underwritten Shares but not payable on the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In additionThe Underwriter, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up from Sirona Holdings Luxco S.C.A. at the Purchase Price less an amount per share equal to any dividends or distributions declared by the full amount 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 Sirona Holdings Luxco S.C.A. Such notice shall set forth the aggregate number of Option Shares; provided, that such Shares as to which the option shall be exercisable only in is being exercised and the event that date and time when the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by are to be delivered and paid for which may be the Underwriter shall be $39.00 per share. The Company same date and time as the Closing Date (as hereinafter defined) but shall not be obligated to deliver any earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice. Except in connection with a concurrent closing with the sale of the Option Shares Underwritten Shares, any such notice shall be given at least two business days prior to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereindate and time of delivery specified therein.

Purchase of the Shares by the Underwriter. On (a) The Company and each of the Selling Stockholders agree, severally and not jointly, to sell the 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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms conditions set forth herein, agrees to purchase from the Company and conditions of, this Agreementeach of the 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 and each of the Selling Stockholder agrees Stockholders, as and to the extent indicated in Schedule I hereto agree, severally and not jointly, to sell the Firm Option Shares to the Underwriter, Underwriter and the Underwriter agrees shall have the option to purchase at its election up to [ ] Option Shares at the Firm Shares from the Selling StockholderPurchase Price. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement, shall have the Company grants the Underwriter an option to purchase up from the Company and each of the Selling Stockholders at the Purchase Price the number of Option Shares as to which such election shall have been exercised. Any such election to purchase Option Shares shall be made in proportion to the full amount maximum number of Option Shares; provided, that such option shall Shares to be exercisable only in sold by the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date Company and each Selling Stockholder as set forth in Section 5 Schedule I hereto. The Underwriter may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Underwriter to the Company and the Attorney-in-Fact (as defined below). The price Such notice shall set forth the aggregate number of both the Firm Shares and any Option Shares purchased by as to which the Underwriter shall option is being exercised and the date and time when the Option Shares are to be $39.00 per share. The Company delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be obligated earlier than the Closing Date 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 deliver any the date and time of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereindelivery specified therein.

Purchase of the Shares by the Underwriter. On (a) 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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms conditions set forth herein, agrees to purchase from the 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 Selling Stockholders agree, severally and conditions ofnot jointly, to sell the Option Shares to the Underwriter as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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 Selling Stockholders the Option Shares at the Purchase Price. The Underwriter agrees may exercise the option to purchase the Firm Option Shares at any time in whole and from time to time in part, on or before the thirtieth (30th) day following the date of this Agreement, by written notice from the Underwriter to the Selling StockholderStockholders 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 which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. (b) The Selling Stockholders and the Company understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Disclosure Package. The Selling Stockholders and the Company agrees acknowledge and agree that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for an aggregate of $2,821,564.50 the Underwritten Shares shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder Stockholders to the CompanyUnderwriter in the case of the Underwritten Shares at the offices of Shearman & Sterling LLP, upon 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 A.M. New York City time on December 7, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and simultaneously with the Selling Stockholder’s sale Stockholders may agree upon in writing or, in the case of the Firm Shares Option Shares, payment shall be made by wire transfer in immediately available funds to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid account specified by the Selling Stockholder Stockholders to the Underwriter on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares are referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, are herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Firm SharesShares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of Shearman & Sterling LLP set forth above not later than 1:00 P.M., providedNew York City time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated to deliver any of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereincase may be.

Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the (a) The Selling Stockholder agrees to sell the Firm Underwritten Shares to the UnderwriterUnderwriter 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 the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 at a purchase price per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer 45.00 (the “Purchase Price”) the number of immediately available funds to such account(s) designated by the Selling Stockholder to the CompanyUnderwritten Shares set forth in Schedule 1 hereto. In addition, upon and simultaneously with the Selling Stockholder’s sale of , as and to the Firm extent indicated in Schedule 2 hereto, agrees, to sell the Option Shares to the Underwriter as provided in this Agreement. The Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions ofset forth herein, this Agreement, shall have the Company grants the Underwriter an option to purchase up at its election from the 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 Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least three business days prior to the full amount date and time of Option Shares; provided, that such option shall be exercisable only in the event delivery specified therein. (b) The Selling Stockholder understands that the Underwriter purchases all intends to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the Initial Delivery Date and as terms set forth in Section 5 of this Agreementthe Prospectus. The price Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any of both its affiliates. (c) Payment for the Firm Underwritten Shares shall be made by wire transfer in immediately available funds to the account(s) specified by the Selling Stockholder to the Underwriter at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP at 10:00 A.M., New York City time, on March 5, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and any the Selling Stockholder may agree upon in writing or, in the case of the Option Shares purchased Shares, on the date and at the time and place specified by the Underwriter shall be $39.00 per sharein the written notice of the Underwriter’s election to purchase such Option Shares. The Company shall not be obligated time and date of such payment for the Underwritten Shares is referred to deliver any of herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment for all such Option as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. At the Closing Date or the Additional Closing Date, as the case may be, the Underwriter shall transfer the Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), pursuant to deeds of transfer to be signed by the Underwriter and countersigned by the Company and the Selling Stockholder for acknowledgement, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Deeds of Transfer”). Registration in the shareholders’ register of the Company shall take place of such Shares in the name of Cede or such other nominee and the Shares shall be credited on the books of DTC to the securities account of the Underwriter. Delivery Date of the Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (d) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as provided hereina financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. The Company and the Selling Stockholder agree that they will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms 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 conditions of, sell the Option Shares to the Underwriter to cover over-allotments as provided in this Agreement, the Selling Stockholder agrees to sell the Firm Shares to 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. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder Company to the Underwriter in the case of the Underwritten Shares, at the offices of Xxxxxx & Bird LLP at 10:00 A.M., Eastern Time, on [•], 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedEastern Time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Selling Stockholder shall instead be deducted from offering of Shares contemplated hereby (including in connection with determining the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares Company. (e) The Company grants to the Underwriter a right of first refusal to act as exclusive underwriter, sales agent, placement agent or other distribution agent, as the case may be, in connection with the first occurrence of any sale of the Company’s securities beginning on October 22, 2009 and prior to March 31, 2010. The participation of the Underwriter in any such sale of securities will be delivered on subject to market conditions, negotiation and execution of agreements relating to such sale in customary form, and the applicable Delivery Datesatisfactory completion of a due diligence review and fulfillment of the closing conditions set forth in such agreement. Until the execution of definitive agreements relating to such sale of securities, except upon payment for all such Option Shares with the exception of the Underwriter’s right of first refusal hereunder, neither the Underwriter nor the Company shall have any obligations to be purchased on such Delivery Date as provided hereinproceed with any additional financings.

Purchase of the Shares by the Underwriter. On (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 representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions ofset forth herein, this Agreementagrees to purchase from the Company the Underwritten Shares at the purchase price per share as set forth on Annex A hereto (the “Purchase Price”). In addition, the Selling Stockholder Company agrees to issue and sell the Firm Option Shares to the Underwriter and the Underwriter, on the basis of the representations, 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 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 5:00 P.M., New York City time, on June 17, 2016, 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 nor later than the third full business day (as hereinafter defined) after the date of delivery of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriter agrees intends to purchase make a public offering of the Firm Shares from as soon after the Selling Stockholdereffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Shares to reimburse the Selling Stockholder $00.50 per share for each or through any affiliate of the Firm Underwriter. (c) Payment for the Shares for an aggregate of $2,821,564.50 shall be made by a wire transfer of in immediately available funds to such account(s) designated the account specified by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares Company to the Underwriter, in order to reimburse the Selling Stockholder for 50% case of the underwriting commissions paid Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on June 15, 2016 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Selling Stockholder Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares in accordance with Section 2(a) above. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Firm SharesCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., providedNew York City time, that if on the Underwriter’s Option is exercised on, business day prior to the Closing Date or prior to, the Additional Closing Date, as the reimbursement owed by case may be. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Selling Stockholder shall instead be deducted from offering of Shares contemplated hereby (including in connection with determining the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis terms of the representations offering) and warranties contained innot as a financial advisor or a fiduciary to, and subject to the terms and conditions or an agent of, this Agreement, the Company grants or any other person. Additionally, the Underwriter an option is not advising the Company or any other person as to purchase up to the full amount of Option Shares; providedany legal, that such option shall be exercisable only tax, investment, accounting or regulatory matters in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per sharejurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be obligated to deliver any on behalf of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided hereinCompany.