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

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives 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 (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, (i) the Company agrees to sell 3,000,000 Firm Shares to the several Underwriters, (ii) each of the Selling Shareholder Shareholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided the number of Firm Shares set forth next to such Selling Shareholder's name on Schedule 2 hereto, and (iii) each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, and each Underwriteras the Representatives may determine. In addition, on the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agreesthis Agreement, each of the Selling Shareholders listed in Schedule 2 hereto as selling Option Shares, respectively, grant, severally and not jointly, to the Underwriters an option to purchase at a price per share (up to the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Option Shares set forth opposite such Underwriter’s Selling Shareholder's name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in on Schedule 2 hereto, severally . Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares and not jointly, to sell the Option Shares to the several Underwriters is exercisable as provided in this Agreement, and Section 5 hereof. Option Shares shall be purchased severally for the Underwriters, on the basis account of the representations, warranties and agreements set forth herein and subject Underwriters in proportion to the conditions set forth herein, shall have the option to purchase, severally and not jointly, 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. 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 that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to hereto. To the aggregate number of Underwritten Shares being purchased from extent that the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before fewer than the thirtieth day following the date of the Prospectus, by written notice from the Representatives 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 total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from each Selling Shareholder listed in Schedule 2 hereto as selling Option Shares in the same proportion that the number of Option Shares offered by such Selling Shareholder bears to which the option is being exercised and total number of Option Shares offered by the date and time when Selling Shareholders hereunder. The respective purchase obligations of each Underwriter with respect to the Option Shares are shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[____] per share. Neither the Company nor any Selling Shareholder shall be obligated to deliver any of the Shares to be delivered and paid for, which may be the same date and time as the Closing on any Delivery Date (as hereinafter defined) but shall not ), except upon payment to such party for all the Shares to be earlier than the Closing purchased from such party on such Delivery 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 thereinprovided herein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s 's name in Schedule 1 heretohereto at a price per share (the "Purchase Price") of $ . The public offering price of the Shares is not in excess of the price recommended by the QIU. In addition, each Selling Shareholder the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that 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 12 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agreesthis Agreement, severally the Company agrees to sell 21,500,000 shares of the Firm Shares and not jointly, each Selling Shareholder agrees to purchase at a price per share (sell the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten shares of the Firm Shares set forth opposite such Underwriter’s its name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, 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, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholders at Shareholder, that number of shares of the Purchase Price less an amount per share equal Firm Shares that represents the same proportion of the number of shares of the Firm Shares to any dividends or distributions declared be sold 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 that bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number increased of Firm Shares in the offering and as set forth in Section 12 5 hereof) bears . Any such election to purchase Option Shares shall be made in proportion to the aggregate maximum number of Underwritten shares of Option Shares being purchased from to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of shares of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in their sole discretion shall makeSchedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Shares. The Underwriters may exercise price of both the option to purchase Firm Shares and any Option Shares at any time in whole, or from time to time in part, on or before purchased by the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Underwriters shall be $[ ] per share. The Company and the Selling Shareholders (with a courtesy copy shall not be obligated to deliver any of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Firm Shares or 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 foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (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 thereinprovided herein.

Purchase of the Shares by the Underwriters. Each (a) The Company and certain of the Selling Shareholder agreesStockholders agree, as and to the extent indicated in Schedule II hereto, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Company and certain of the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In additionStockholders, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 II hereto, at a purchase price per share of $ [ ] (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and certain of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, certain of the Selling Stockholders agree, as and to the extent indicated in Schedule III hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 1,312,500 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from certain of the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the number of Firm Shares which such Underwriter is required to purchase and the denominator of which is the maximum number of Firm Shares which all of the Underwriters are required to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule III hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than twice) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a)Each of the Company and the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder at a purchase price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by the Company or such Selling Stockholder, as applicable, by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters hereunder. The public offering price of the Shares is not in excess of the price recommended by Bear, Xxxxxxx & Co. Inc. (the “Independent Underwriter”), acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “NASD”). In addition, the Company and each Selling Shareholder agrees as and to the extent indicated in Schedule 2 heretoStockholder agrees, severally and not jointly, to sell the their Option Shares to the several Underwriters as provided in this Agreement, and the UnderwritersUnderwriters shall have the option (the “Over-Allotment Option”) to purchase at their election up to 315,000 Option Shares at the Purchase Price, on the basis of the representations, warranties and agreements set forth herein and contained, but subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makehereinafter stated. The Underwriters may exercise the option to purchase Over-Allotment Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option Over-Allotment Option is being exercised (the “Option Exercise Amount”) and the date and time when the such Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defineddefined below) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defineddefined below) 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. Upon any exercise of the Over-Allotment Option, subject to adjustment by you so as to eliminate fractional shares, (x) the number of Option Shares to be purchased by each Underwriter shall be the number determined by multiplying the Option Exercise Amount by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters hereunder; (y) the number of Option Shares to be sold by the Company shall be the number determined by multiplying the total number of Company Option Shares by a fraction, the numerator of which is the Option Exercise Amount and the denominator of which is the aggregate number of Option Shares; and (z) the number of Option Shares to be sold by each Selling Stockholder shall be the number determined by multiplying the total number of such Selling Stockholder’s Selling Stockholder Option Shares (as set forth opposite the name of such Selling Stockholder in Schedule II hereto) by a fraction, the numerator of which is the Option Exercise Amount and the denominator of which is the aggregate number of Option Shares.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $30.718125 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 849,428 Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Stockholders or their respective Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below), as applicable. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company, as to of the Underwritten Shares, and each of the Selling Shareholder agreesStockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $ (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, the Company agrees to issue and sell the Option Shares and each of the Selling Shareholder agrees Stockholders as and to the extent indicated in Schedule 2 heretoII hereto agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 and each of the Selling Shareholders Stockholders the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that 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 I hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their 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 the Company and each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $22.91875 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders at their election up to 2,114,704 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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, 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.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $ [____] (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Stockholders up to [ ] 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their its sole discretion shall make. The Underwriters 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 Representatives Representative to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto (or such number as may be increased in accordance with Section 10 hereof) at a price per share (the “Purchase Price”) of $ . In addition, each Selling Shareholder the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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 purchasedpurchased by the Underwriters, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares that 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 as may be increased as set forth in accordance with Section 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 defineddefined below) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided, however, that if such Option Shares are to be delivered and paid for on the Closing Date, notice may be given one business day prior to such date.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—[ ] from each of the Selling Shareholders Stockholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder Stockholders agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company AP Carib Holdings, Ltd., Popular, Inc. and the Selling Shareholders Attorney-in-Fact (as defined below), with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)be sent 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein, unless the notice is delivered prior to 9:00 a.m. New York City time on the date that is one business day prior to the Closing Date and the date and time of delivery specified in such notice is the Closing Date.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $38.00 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their 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 hereto. The Underwriters may exercise the option to purchase Option Shares at any time time, in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Shareholders Stockholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas 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 three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $133.36 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder. In addition, each certain Selling Shareholder agrees as and to the extent indicated in Stockholders listed on Schedule 2 hereto, II hereto severally and not jointly, jointly agree to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters, 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 Selling Shareholders Stockholders the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that 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 I hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from each of the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and the Selling Shareholder agreesStockholder agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder at a purchase price per share of $[ ] (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and the Selling Stockholder as set forth opposite such Underwriter’s its name in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder. In addition, each [the Company] [and] [the Selling Shareholder agrees Stockholder, as and to the extent indicated in Schedule 2 II hereto] [agree, severally and not jointly, ,] to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to [ ] Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from [the Company ][and][the Selling Shareholders Stockholder] at the Purchase Price less an amount per share equal that portion of the number of Option Shares as to any dividends or distributions declared which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. [Any such election to purchase Option Shares shall be made [in proportion to the maximum number of Option Shares to be sold by the Company and payable on the Underwritten Shares but not payable on Selling Stockholder][initially with respect to the Option Shares. If any Option Shares are to be purchased, sold by the Company and then with respect to the number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Stockholder.] The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company [Company] [and the Selling Shareholders the] [Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below)]. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) Subject to the terms and conditions herein set forth, (i) each of the Company and the Selling Shareholder Stockholder agrees, severally and not jointly, to sell its respective portion to each of the Underwritten Shares to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters agrees, severally and not jointly, to purchase from each of the Company and the Selling Stockholder, at a purchase price per share of [ ] ($ ) (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 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. If any Option Shares are to be purchased), the number of Option Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company or the Selling Stockholder as set forth opposite the name of the Company or the Selling Stockholder in Schedule V hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by each such Underwriter shall be the number of Option Shares that 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 I hereto (or such number increased as set forth in Section 12 hereof) bears to and the denominator of which is the aggregate number of Underwritten Firm Shares being to be purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 all of the Prospectus, by written notice Underwriters from the Representatives to the Company and the Selling Shareholders Stockholder hereunder and (with a courtesy copy ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, each of such notice delivered the Company and the Selling Stockholder agrees, severally and not jointly, to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth sell to each of the aggregate Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Company and the Selling Stockholder, at the Purchase Price, the number of Option Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying (x) the number of Option Shares as to which such election shall have been exercised, (y) the option is being exercised and ratio of the date and time when the aggregate number of Company Option Shares are to be delivered and paid foror Selling Stockholder Option Shares, 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 applicable, to the date aggregate number of Option Shares and time of delivery specified therein(z) the fraction set forth in clause (i) above.

Purchase of the Shares by the Underwriters. Each a) The Company agrees to issue and sell, and each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] _________ from the Company and each of the Selling Shareholders Stockholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company or such Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, each Selling Shareholder the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Company at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several UnderwritersShares, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $14.4875 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each Selling Shareholder GA-NWS Investor LLC agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 1,200,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholders GA-NWS Investor LLC 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their 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 GA-NWS Investor LLC as set forth in this Section 2(a). The Underwriters 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 Representatives Representative to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)GA-NWS Investor LLC. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[—] from 1.4363. The public offering price of the Selling Shareholders Shares is not in excess of the respective number price recommended by KeyBanc Capital Markets Inc., acting as a “qualified independent underwriter” within the meaning of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretoNASD Rule 2720 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, each Selling Shareholder the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Firm Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[·] (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such 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.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto (or such number increased as set forth in Section 12 hereof) and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Stockholders up to 1,875,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agreesStockholders agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $___________ (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. Notwithstanding any indication to the contrary in this Agreement, none of the Shares to be sold by J.P. Morgan Partners (23A SBIC), L.P., or any affiliate of J.P. Morgan Xxxxxxxx (23A SBIC), L.P., pursuant to this Agreement will xx xxxx xx J.P. Morgan Securities Inc. To the extent necessary to give effect to xxx xxxxx xentence, the parties to this Agreement hereby agree that any allocation of Underwritten Shares to be sold by the Selling Stockholders to the account of J.P. Morgan Securities Inc. pursuant to this Agreement shall consist exxxxxxx xx Underwritten Shares owned by Selling Stockholders other than J.P. Morgan Partners (23A SBIC), L.P. or any affiliate of J.P. Morgan Xxxxxxxx (03A SBIC), L.P. The public offering price xx xxx Xxxxes is not in excess of the price recommended by William Blair & Company, L.L.C., acting as a "qualified independent unxxxxxxxxx" xxthin the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each Selling Shareholder the Company agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in accordance with the terms of this AgreementAgreement and such Underwriters shall have the option to purchase at their election up to a maximum of ___________ Option Shares, and to cover over-allotments, if any, at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Company, to cover over-allotments, if any, 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders an Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or 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 12 11 hereof). Any such notice shall be given at least two business days three Business Days prior to the date and time of delivery specified therein, unless otherwise agreed by the parties hereto.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agreesStockholders agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $- (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, each Selling Shareholder LGB Pike II LLC agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters shall have the option to purchase at their election up to 2,025,000 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders LGB Pike II LLC 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)LGB Pike II LLC. 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, unless the Representatives and LGB Pike II LLC otherwise agree, earlier than the second 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 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] 42.79 from each of the Selling Shareholders Stockholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule B hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite such Underwriter’s name in Schedule 1 heretoA hereto and the denominator of which is the aggregate number of the Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 B hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each Selling Shareholders 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. 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 that 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 A hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representatives, in their 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 B hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $[ l ] (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Stockholders up to [ l ] 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their 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 hereto. The Underwriters 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 Representatives Representative to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell, and each of the Selling Shareholder Shareholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, herein agrees, severally and not jointly, to purchase from the Company and each of the Selling Shareholders at a price per share of $[ ] (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Shareholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all of the Underwriters from the Company and all of the Selling Shareholders hereunder. In addition, each the Company and the Selling Shareholder agrees Shareholders, as and to the extent indicated in Schedule 2 III hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to [ ] Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company and the Selling Shareholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by the Company and each Underwriter shall be the number of Option Shares that 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 Selling Shareholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule III hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders an Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite such Underwriter’s name in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Option Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 purchasepurchase at their election, severally and not jointly, from the Selling Shareholders up to 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 Option Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any Except in the case of Option Shares to be delivered on the Closing Date, any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share (the “Purchase Price”) of $24.3525. The Company will not be obligated to deliver any of the Shares except upon payment for all Shares to be purchased as provided herein. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares Company hereby grants an option to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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 that 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 12 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 fifth 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 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, (a) The Company agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company at a purchase price per share of $ (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 I hereto. In additionThe Company hereby acknowledges that in connection with the proposed offering of the Shares, each it has requested Xxxxxx Brothers Inc. to administer a directed share program (the "Directed Share Program") under which up to of the Underwritten Shares (the "Reserved Shares") shall be reserved for sale by Xxxxxx Brothers Inc. at the initial public offering price to the Company's officers, directors, employees and consultants and other persons having a relationship with the Company (the "Directed Share Participants") as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the "NASD") and all other applicable laws, rules and regulations. The number of Shares available for sale to the general public will be reduced to the extent that Directed Share Participants purchase Reserved Shares. The Underwriters may offer any Reserved Shares not purchased by Directed Share Participants to the general public on the same basis as the other Shares being issued and sold hereunder. The Company has supplied Xxxxxx Brothers Inc. with names, addresses and telephone numbers of the individuals or other entities which the Company has designated to be participants in the Directed Share Program. It is understood that any number of those designated to participate in the Directed Share Program may decline to do so. Each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 II hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and Agreement at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and each of the Selling Shareholder Shareholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] •], from (i) the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto and (ii) from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. In addition, the Company agrees to issue and sell, and each of the Selling Shareholder agrees Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 purchasepurchase the Option Shares, severally and not jointly, from each of the Company and each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 the Company and by each Selling Shareholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares at any time in whole, whole or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of as defined below), provided, however, that such notice delivered to Xxxxxx & Xxxxxxx LLP)option may not be exercised more than twice. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth 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.

Purchase of the Shares by the Underwriters. Each (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the Company agrees to issue and sell, and each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and (ii) each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $ from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 and in Schedule 3 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) each of the Selling Stockholders agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 and Schedule 3 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and (ii) the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from the each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 and Schedule 3 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Selling Shareholder agreesagrees to sell, severally on the basis of the representations, warranties and not jointlyagreements set forth herein and subject to the conditions set forth herein, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $43.68 (the “Purchase Price”) of $[—] from the Selling Shareholders Shareholder the respective number of Underwritten Shares as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto. In addition, each the Selling Shareholder agrees agrees, as and to the extent indicated in Schedule 2 hereto, severally to sell, on the basis of the representations, warranties and not jointlyagreements set forth herein and subject to the conditions set forth herein, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 purchasepurchase at their election, severally and not jointly, from the Selling Shareholders Shareholder, up to 825,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Shareholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 or 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, Agreement and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $19.53 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Stockholders as and to the extent indicated in Schedule 2 hereto 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 hereto. The Underwriters 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 Representatives to the Company and each of the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 defineddefined below) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defineddefined below) 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.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agreesOn the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 Firm Shares, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Firm Shares set forth opposite such that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder agrees as and the Company grants to the extent indicated Underwriters an option to purchase up to 1,500,000 Option Shares. Such option is granted solely for the purpose of covering over- allotments in Schedule 2 hereto, severally the sale of Firm Shares and not jointly, to sell the Option Shares to the several Underwriters is exercisable as provided in this Agreement, and Section 4 hereof. Option Shares shall be purchased severally for the Underwriters, on the basis account of the representations, warranties and agreements set forth herein and subject Underwriters in proportion to the conditions set forth herein, shall have the option to purchase, severally and not jointly, 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. 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 that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears hereto. The respective purchase obligations of each Underwriter with respect to the aggregate number of Underwritten Option Shares being purchased from the Selling Shareholders shall be adjusted by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion so that no Underwriter shall make. The Underwriters may exercise the option be obligated to purchase Option Shares at other than in 100-share amounts. The price of both the Firm Shares and any time in whole, or from time Option Shares shall be $[_____] per share. The Company shall not be obligated to time in part, on or before the thirtieth day following the date deliver any of the Prospectus, by written notice from the Representatives 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 on the same date and time as First Delivery Date or the Closing Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery 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 thereinprovided herein.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and the Selling Shareholder Stockholder agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder at a price per share of $[ ] (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and the Selling Stockholder by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder. The public offering price of the Shares is not in excess of the price recommended by Wachovia, acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “NASD”). In addition, each the Company agrees to issue and sell, and the Selling Shareholder agrees as and to the extent indicated in Schedule 2 heretoStockholder agrees, severally and not jointly, to sell the Option Shares pro rata to the several Underwriters as provided in this Agreement, and the Underwriterseach 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, severally and not jointly, from the Company and the Selling Shareholders Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, the adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares to be purchased sold by each Underwriter shall be the Company and the Selling Stockholder by a fraction, the numerator of which is the maximum number of Option Shares that bears the same ratio which such Underwriter shall be entitled to the aggregate number of Option Shares being be 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 12 hereof) bears to and the denominator of which is the aggregate number of Underwritten Option Shares being purchased from which all of the Selling Shareholders by the several Underwriters, subject, however, Underwriters are entitled to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makebe purchased. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy Stockholder; provided, however, that such option may be exercised only for the purpose of such notice covering any over-allotments that may be made by the Underwriters in the sale of the Firm Shares. No Option Shares shall be sold or delivered to Xxxxxx & Xxxxxxx LLP)unless the Underwritten Shares previously have been, or simultaneously are, sold and delivered. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees(a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the Underwriters agrees to purchase from the Company the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, plus such additional number of ---------- Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be $_____ per share. In making this Agreement, each Underwriter is contracting severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters ; except as provided in paragraphs (b) and (c) of this AgreementSection 3, and the agreement of each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Underwriter is to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders only the respective number of Underwritten Firm Shares set forth opposite specified on Schedule A. ---------- (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriter or Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, non-defaulting Underwriters shall have the option right within twenty-four (24) hours after such default to purchase, severally or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and not jointlysuch purchasing Underwriter or Underwriters and upon the terms herein set forth, from all or any part of the Selling Shareholders at the Purchase Price less an amount per share equal Shares which such defaulting Underwriter or Underwriters agreed to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Sharespurchase. If any Option the non-defaulting Underwriters fail so to make such arrangements with respect to all such Shares are to be purchasedand portion, the number of Option Shares which each non-defaulting Underwriter is otherwise obligated to be purchased by each Underwriter purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the number of Option remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares that bears and portion which the same ratio defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of Option such Shares being exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder. If the total number of Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the number of Underwritten Shares set forth opposite Closing Date pursuant to said Section 5 in order that any necessary changes in the name of such Underwriter in Schedule 1 hereto (Registration Statement, the Offering Memorandum and the Prospectus or such number increased as set forth in Section 12 hereof) bears to any other documents or arrangements may be made. If the aggregate number of Underwritten Shares being purchased from which the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The defaulting Underwriter or Underwriters may exercise the option agreed 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 exceeds 10% of the Prospectustotal number of Shares which all Underwriters agreed to purchase hereunder, by written notice from and if neither the Representatives non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company Company. Nothing in this paragraph (b), and the Selling Shareholders (with a courtesy copy no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default 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 (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 thereinUnderwriter under this Agreement.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, (a) The Company agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company at a purchase price per share of $15.757 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company hereunder. In addition, each Selling Shareholder the Company agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 750,000 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Company 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction, the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defineddefined in Section 12 hereof) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 8 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, (a) The Company agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company at a purchase price per share Share of $7.02 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company. In addition, each Selling Shareholder the Company agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 4,500,000 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Company 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives X.X. Xxxxxx Securities Inc. (“JPMorgan”) to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth fifth 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 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each Selling Shareholder Stockholder agrees, severally and not jointly, to sell the number of Shares set forth under the column "Underwritten Shares" opposite its respective portion of the Underwritten Shares name in Schedule II hereto to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each Selling Stockholder, at a purchase price per share of $27.966 (the “"Purchase Price”) of $[—] from "), the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the total number of Underwritten Shares to be sold by such Selling Stockholder by a fraction, the numerator of which is the number of Underwritten Shares to be purchased by such Underwriter, as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 I hereto, and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all Underwriters hereunder. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 heretoStockholder agrees, severally and not jointly, to sell the number of Shares set forth under the column "Option Shares Shares" opposite its name in Schedule II hereto to the several Underwriters as provided in this AgreementUnderwriters, and the UnderwritersUnderwriters shall have the option to purchase, at their election, up to the total number of Option Shares at the Purchase Price per Share. Each Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the each Selling Shareholders Stockholder, at the Purchase Price less an amount per share equal to any dividends or distributions declared by Share, that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying the total number of Option Shares to be purchased sold by each Underwriter shall be such Selling Stockholder by a fraction, the number numerator of Option Shares that bears the same ratio to the aggregate number of Option Shares being purchased as which is the number of Underwritten Shares to be purchased by such Underwriter, as set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to I hereto, and the denominator of which is the aggregate number of Underwritten Shares being to be purchased from by all Underwriters hereunder; provided that to the extent the Underwriters shall exercise their option to purchase less than all of the Option Shares, the Selling Shareholders Stockholders shall sell such Option Shares in descending order of priority set forth on Schedule II hereto, such that no Selling Stockholder with a lower position of priority shall be entitled to sell any Option Shares offered by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Selling Stockholder until all Option Shares as the Representatives offered by all Selling Stockholders ranking higher in their sole discretion priority shall makehave been sold. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s 's name in Schedule 1 heretohereto at a price per share (the "Purchase Price") of $ . The public offering price of the Shares is not in excess of the price recommended by X.X. Xxxxxxx & Sons, Inc., acting as a "qualified independent underwriter" within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each Selling Shareholder the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that 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 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares Subject to the several Underwriters as provided in this Agreement, terms and each Underwriter, on conditions and upon the basis of the representationsrepresentations and warranties herein set forth, warranties (a) the Company agrees to issue and agreements set forth herein and subject sell to the conditions set forth hereinUnderwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders Company, the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In additionI hereto at a price per share (the “PURCHASE PRICE”) of $24.125, each Selling Shareholder agrees as and (b) in the event and to the extent indicated in Schedule 2 heretothat the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to sell purchase from the Option Shares to Company, at the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements purchase price set forth herein and subject to the conditions set forth hereinin clause 2(a) of this Section 2, shall have the option to purchase, severally and not jointly, 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. If any Option Shares are to be purchased, that portion of the number of Option Optional Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional Shares) determined by multiplying such number of Option Optional Shares that bears by a fraction, the same ratio to numerator of which is the aggregate maximum number of Option Optional Shares being purchased which such Underwriter is entitled to purchase as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 I hereto and the denominator of which is the maximum number of Optional Shares that all the Underwriters are entitled to purchase hereunder (or such number increased as subject to adjustment by you to avoid fractions). The Company hereby grants to the Underwriters the right to purchase at their election up to 5,400,000 Optional Shares, at the purchase price set forth in clause 2(a) of this Section 12 hereof) bears 2, for the sole purpose of covering sales of Shares in excess of the number of Underwritten Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Underwritten Optional Shares being to be purchased from and the Selling Shareholders date at which such Optional Shares are to be delivered, as determined by you but in no event earlier than the several UnderwritersFirst Closing Date or, subjectunless you and the Company otherwise agree in writing, however, to earlier than two or later than ten business days after the date of such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makenotice. The Underwriters may exercise the option right to purchase Option Optional Shares at any time in wholeone or more times until 2:00 P.M., or from time to time in partNew York City time, on or before the thirtieth business day following the date of the Prospectus, by written notice from the Representatives prior to the First Closing Date. Following the First Closing Date, the Underwriters shall have a one-time right to purchase any Optional Shares remaining after any purchase of Optional Shares on the First Closing Date. 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 obligated to deliver any of the Shares, except upon payment for all the Shares to be purchased on such Closing Date or later than as provided herein. Upon authorization by the tenth full business day (as hereinafter defined) after Representatives of the date release 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 Shares, the Underwriters propose to offer the Shares to the date public as set forth in the Prospectus. The Company acknowledges and time agrees that the Underwriters may offer and sell the Shares to or through any affiliate of delivery specified thereinan Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agreesStockholders agree, severally and not jointly, to sell the number of Shares set forth under the column “Underwritten Shares” opposite its respective portion of the Underwritten Shares name in Schedule II hereto to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $22.667 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 II hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in accordance with the terms of this AgreementAgreement and such Underwriters shall have the option to purchase at their election up to a maximum of 1,500,000 Option Shares, and at the Purchase Price, in the event that the Underwriters sell more shares of Common Stock than the number of Underwritten Shares. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholders Stockholders, as and to the extent indicated in Schedule II hereto, at the Purchase Price less an amount per share equal to any dividends or distributions declared by Price, that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares as to which such election shall have been exercised (subject to such adjustments to eliminate fractional shares as the Representative may determine) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be purchased, made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders an Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or 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 12 hereof). Any such notice shall be given at least two business days three Business Days prior to the date and time of delivery specified therein, unless otherwise agreed by the parties hereto.

Purchase of the Shares by the Underwriters. Each (a) The Company and certain of the Selling Shareholder agreesStockholders agree, as and to the extent indicated in Schedule II hereto, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Company and certain of the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In additionStockholders, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 II hereto, at a purchase price per share of $ 26.194 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and certain of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, certain of the Selling Stockholders agree, as and to the extent indicated in Schedule III hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 1,312,500 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from certain of the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the number of Firm Shares which such Underwriter is required to purchase and the denominator of which is the maximum number of Firm Shares which all of the Underwriters are required to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule III hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than twice) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agreesOn the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,100,000 Firm Shares, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Firm Shares set forth opposite such that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder agrees as and the Company grants to the extent indicated Underwriters an option to purchase up to 1,515,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in Schedule 2 hereto, severally the sale of Firm Shares and not jointly, to sell the Option Shares to the several Underwriters is exercisable as provided in this Agreement, and Section 4 hereof. Option Shares shall be purchased severally for the Underwriters, on the basis account of the representations, warranties and agreements set forth herein and subject Underwriters in proportion to the conditions set forth herein, shall have the option to purchase, severally and not jointly, 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. 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 that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears hereto. The respective purchase obligations of each Underwriter with respect to the aggregate number of Underwritten Option Shares being purchased from the Selling Shareholders shall be adjusted by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion so that no Underwriter shall make. The Underwriters may exercise the option be obligated to purchase Option Shares at other than in 100-share amounts. The price of both the Firm Shares and any time in whole, or from time Option Shares shall be $_____ per share. The Company shall not be obligated to time in part, on or before the thirtieth day following the date deliver any of the Prospectus, by written notice from the Representatives 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 on the same date and time as First Delivery Date or the Closing Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery 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 thereinprovided herein.

Purchase of the Shares by the Underwriters. Each (a) The Selling Shareholder agrees, severally and not jointly, Stockholder agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders 21.175 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each the Selling Shareholder Stockholder agrees as and to the extent indicated in Schedule 2 1 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and the Selling Shareholders Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and the Selling Shareholder agreesStockholder agree, severally and not jointly, to sell its respective portion of the Underwritten Shares set forth on Schedule I hereto to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder at a purchase price per share of $24.72 (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and the Selling Stockholder hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder. Neither the Company nor the Selling Stockholder shall be obligated to deliver any of its respective Underwritten Shares except against payment by the Underwriters for all of such Underwritten Shares to be purchased as provided herein. In addition, each the Selling Shareholder Stockholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares set forth on Schedule I hereto to the several Underwriters as provided in this Agreement, Agreement and the Underwriters shall have the option to purchase at their election up to an aggregate of 1,425,000 Option Shares at the Purchase Price to cover over-allotments, if any. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders 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. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the Representative so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction, the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase hereunder and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 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 12 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $31.5735 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the . The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from each of the Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their 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 hereto. The Underwriters 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 Representatives Representative to each of the Company Company, Valcon Acquisition Holding (Luxembourg) S.à.x.x. (“Luxco”) and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate 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 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder Stockholders agrees as severally and not jointly, and to the extent indicated in Schedule 2 hereto, severally to sell, on the basis of the representations, warranties and not jointlyagreements set forth herein and subject to the conditions set forth herein, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each Selling Shareholders Stockholder at the Purchase Price Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any , that portion of the number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorneys in Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and each of the Selling Shareholder Shareholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[ ] (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto and from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. In addition, each of the Selling Shareholder agrees Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each of 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 Shareholder as set forth in Schedule 2 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorneys in Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and the Selling Shareholder agreesStockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell its respective portion 1,000,000 and 1,861,200 shares, respectively, of the Underwritten Shares Stock to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder. In addition, each Selling Shareholder the Company agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the UnderwritersUnderwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each Underwriter, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Company 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Selling Shareholder agrees, severally and not jointly, Stockholder agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders $ the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each the Selling Shareholder Stockholder agrees as and to the extent indicated in Schedule 2 1 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and the Selling Shareholders Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Selling Shareholder agrees, severally and not jointly, Stockholder agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders 22.1375 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each the Selling Shareholder Stockholder agrees as and to the extent indicated in Schedule 2 1 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and the Selling Shareholders Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) (i) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Firm Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] 18.612 from the Selling Shareholders Company the respective number of Underwritten Firm Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as ; and (ii) in the event and to the extent indicated in Schedule 2 heretothat the Underwriters exercise the election to purchase Optional Shares as provided below, severally the Company agrees to issue and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriterseach 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 purchaseagrees, severally and not jointly, from the Selling Shareholders to purchase at the Purchase Price less price per share set forth in clause (i) of this Section 2(a) (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Shares but not payable on the Option Optional Shares. If any Option Shares are to be purchased), that portion of the number of Option Optional Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Optional Shares that bears the same ratio which such Underwriter is entitled to the aggregate number of Option Shares being purchased purchase 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 12 hereof) bears to and the aggregate denominator of which is the maximum number of Underwritten the Optional Shares being purchased from that all of the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option are entitled 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 Representatives 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 (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 thereinhereunder.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agreesStockholders agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $___________ (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. The public offering price of the Shares is not in excess of the price recommended by William Blair & Company, L.L.C., acting as a "qualified independent unxxxxxxxxx" xxthin the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each Selling Shareholder the Company agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in accordance with the terms of this AgreementAgreement and such Underwriters shall have the option to purchase at their election up to a maximum of ___________ Option Shares, and to cover over-allotments, if any, at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Company, to cover over-allotments, if any, 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders an Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or 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 12 11 hereof). Any such notice shall be given at least two business days three Business Days prior to the date and time of delivery specified therein, unless otherwise agreed by the parties hereto.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $[—] (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite such Underwriter’s name in Schedule 1 heretohereto (or such number as may be increased in accordance with Section 13 hereof) and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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. If any Option Shares are to be purchasedpurchased by the Underwriters, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares that 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 as may be increased as set forth in accordance with Section 12 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 hereto. The Underwriters 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 Representatives to the Company Selling Stockholders, Xxxx Foods and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 defineddefined below) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided, however, that if such Option Shares are to be delivered and paid for on the Closing Date, notice may be given one business day prior to such date.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees(a) On the basis of the representations and agreements set forth herein, severally the Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share (the “Purchase Price”) of $19.95. In addition, each Selling Shareholder on the basis of the representations and agreements set forth herein, the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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 that 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 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and Company; provided, however that such option may be exercised only to the Selling Shareholders (with a courtesy copy extent the Underwriters sell more than the number of such notice delivered to Xxxxxx & Xxxxxxx LLP)Underwritten Shares in the offering. 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 10 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Selling Shareholder agrees, severally and not jointly, Stockholder agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each the Selling Shareholder Stockholder agrees as and to the extent indicated in Schedule 2 1 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives to the Company and the Selling Shareholders Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, Agreement and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $21.54375 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Stockholders as and to the extent indicated in Schedule 2 hereto 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 hereto. The Underwriters 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 Representatives to the Company and each of the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Stockholders who are not Specified 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 defineddefined below) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defineddefined below) 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.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $29.356 (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each Selling Shareholder agrees Magellan Holdings L.P., as and to the extent indicated in Schedule 2 hereto, severally and not jointly, II hereto agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 637,500 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Magellan Holdings L.P. 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Magellan Holdings L.P. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agreesStockholders agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $_____ (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. The public offering price of the Shares is not in excess of the price recommended by Credit Suisse Securities (USA) LLC, acting as a "qualified independent underwriter" within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, the Company and each of the Selling Shareholder agrees as and to the extent indicated in Schedule 2 heretoStockholders agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and such Underwriters shall have the option to purchase at their election up to a maximum of 1,119,863 Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, warranties and agreements set forth herein herein, and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company and the Selling Shareholders Stockholders 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (as defined below). The Option Shares may only be purchased by the Underwriters for the purpose of covering over-allotments made in connection with a courtesy copy the sale of such notice delivered to Xxxxxx & Xxxxxxx LLP)the Underwritten Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company, as to of the Underwritten Shares, and each of the Selling Shareholder agreesStockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, each the Company, as to of the Option Shares, and the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to Option Shares at the Purchase Price. The Underwriters, 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, severally and not jointly, from the Company and the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, whole or from time to time in part, but only on one occasion, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agreesOn the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 4,000,000 Firm Shares, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Firm Shares set forth opposite such that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Underwriters may determine. In addition, each Selling Shareholder agrees as and the Company grants to the extent indicated Underwriters an option to purchase up to 600,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in Schedule 2 hereto, severally the sale of Firm Shares and not jointly, to sell the Option Shares to the several Underwriters is exercisable as provided in this Agreement, and Section 4 hereof. Option Shares shall be purchased severally for the Underwriters, on the basis account of the representations, warranties and agreements set forth herein and subject Underwriters in proportion to the conditions set forth herein, shall have the option to purchase, severally and not jointly, 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. 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 that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears hereto. The respective purchase obligations of each Underwriter with respect to the aggregate number of Underwritten Option Shares being purchased from the Selling Shareholders shall be adjusted by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion Underwriters so that no Underwriter shall make. The Underwriters may exercise the option be obligated to purchase Option Shares at other than in 100-share amounts. The price of both the Firm Shares and any time in whole, or from time Option Shares shall be $[_____] per share. The Company shall not be obligated to time in part, on or before the thirtieth day following the date deliver any of the Prospectus, by written notice from the Representatives 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 on the same date and time as First Delivery Date or the Closing Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery 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 thereinprovided herein.

Purchase of the Shares by the Underwriters. Each (a) The Company and the Selling Shareholder agreesStockholder agree, severally and not jointly, to sell its respective portion an aggregate of the 2,000,000 Underwritten Shares and 2,500,000 Underwritten Shares, respectively, to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder at a purchase price per share of $44.544 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and the Selling Stockholder by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder. In addition, each the Company and the Selling Shareholder agrees as and to the extent indicated in Schedule 2 heretoStockholder, agree, severally and not jointly, to sell the up to an aggregate of 300,000 Option Shares and 375,000 Option Shares, respectively, to the several Underwriters as provided in accordance with the terms of this AgreementAgreement and such Underwriters shall have the option to purchase at their election up to a maximum of 675,000 Option Shares, and at the Purchase Price, in the event that the Underwriters sell more shares of Common Stock than the number of Underwritten Shares. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Company and the Selling Shareholders 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. If any Option Shares are to be purchasedPrice, that portion of the number of Option Shares as to be purchased by each Underwriter which such election shall be the number of Option Shares that 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 have been exercised (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion Representative may determine) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall makebe made such that half of the Option Shares are purchased from the Company and half are purchased from the Selling Stockholder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 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 12 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein, unless otherwise agreed by the parties hereto.

Purchase of the Shares by the Underwriters. Each (a) The Company and the Selling Shareholder agreesStockholder agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder at a purchase price per share (of $26.32 the “Purchase Price”) of $[—] from ” the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and the Selling Stockholder set forth opposite the names of the Company and the Selling Stockholder on Schedule II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder. In addition, each the Underwriters shall have the option to purchase at their election up to 450,000 Option Shares at the Purchase Price. The Company and the Selling Shareholder agrees as and to the extent indicated in Schedule 2 heretoStockholder agree, severally and not jointly, to sell the Option Shares to the several Underwriters the respective numbers of Option Shares obtained by multiplying the number of Option Shares as to which such election shall have been exercised by a fraction, the numerator of which is the number of shares set forth opposite the names of the Company and the Selling Stockholder on Schedule II hereto under the caption “Option Shares” and the denominator of which is the total number of Option Shares to be adjusted by you as to eliminate fractional shares, as provided in this Agreement, and the Underwriters. Each Underwriter, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Company and the Selling Shareholders 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. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall you so as to eliminate fractional shares) to be sold by the number Company and the Selling Stockholder set forth opposite the names of Option Shares that bears the Company and the Selling Stockholder on Schedule II hereto in the same ratio to the aggregate number of Option Shares being purchased proportion as the number of Underwritten Shares set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate total number of Underwritten Shares being to be adjusted by you so as to eliminate fractional shares. Such Option Shares may be purchased from the Selling Shareholders by the several UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Underwritten Shares. No Option Shares shall be sold or delivered unless the Underwritten Shares previously have been, subjector simultaneously are, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makesold and delivered. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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 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 12 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and each of the Selling Shareholder Stockholders agrees, as to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—[ ] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto and from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, the Company agrees to issue and sell, and each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each of the Company and each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 the Company and by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion (a) On the basis of the Underwritten representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters as provided the number of Firm Shares set forth in this AgreementSchedule B opposite the name of such Selling Securityholder, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Underwriters agrees to purchase at a price per share (the “Purchase Price”) of $[—] from the Company and the Selling Shareholders Securityholders the respective aggregate number of Underwritten Firm Shares set forth opposite its name on SCHEDULE A, plus such Underwriter’s name in Schedule 1 heretoadditional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option The price at which such Firm Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders at the Purchase Price less an amount per share equal to any dividends or distributions declared be sold by the Company and payable on the Underwritten Shares but not payable on Selling Securityholders and purchased by the Option Sharesseveral Underwriters shall be $_____ per share. If any Option Shares are The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be purchased, to purchase from the Company and the Selling Securityholders that number of Option the Firm Shares which represents the same proportion of the total number of the Firm Shares to be purchased sold by each Underwriter shall be of the number of Option Shares that bears Company and the same ratio Selling Securityholders pursuant to the aggregate number of Option Shares being purchased this Agreement as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such number increased as set forth in Section 12 hereof) bears to represents of the aggregate total number of Underwritten the Firm Shares being to be purchased from by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option agreement of each Underwriter is to purchase Option Shares at any time in whole, or from time to time in part, on or before only the thirtieth day following the date of the Prospectus, by written notice from the Representatives 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 respective number of Option Firm 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.on SCHEDULE A.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and each Selling Shareholder agrees, severally and not jointly, to sell sell, its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—•] from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 3 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 3 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 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. 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 that 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 3 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives 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 (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $ (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, Stockholders agree to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 652,500 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Stockholders 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or (and from time to time in part, time) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives X.X. Xxxxxx Securities Inc. to the Company and the Selling Shareholders Custodian (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and each Selling Shareholder Stockholder agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders at a price per share of $[ ] (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate 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 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to [ ] Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Attorneys-in Fact. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $32.6887 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 913,000 Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders an Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (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 Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agreesStockholders agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate 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 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, severally and not jointly, agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 1,800,000 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchasedadjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defineddefined in Section 14 hereof) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion (a) On the basis of the Underwritten representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, the Selling Securityholder agrees to sell to the several Underwriters as provided the number of Firm Shares set forth in this AgreementSchedule B opposite the name of the Selling Securityholder, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Underwriters agrees to purchase at a price per share (the “Purchase Price”) of $[—] from the Company and the Selling Shareholders Securityholder the respective aggregate number of Underwritten Firm Shares set forth opposite its name on Schedule A, plus such Underwriter’s name in Schedule 1 heretoadditional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option The price at which such Firm Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders at the Purchase Price less an amount per share equal to any dividends or distributions declared be sold by the Company and payable on purchased by the Underwritten several Underwriters shall be $_____ per share. The price at which such Firm Shares but not payable on shall be sold by the Option SharesSelling Securityholder and purchased by the several Underwriters shall be $_____ per share. If any Option Shares are The obligation of each Underwriter to the Company and the Selling Securityholder shall be purchased, to purchase from the Company and the Selling Securityholder that number of Option the Firm Shares which represents the same proportion of the total number of the Firm Shares to be purchased sold by each Underwriter shall be of the number of Option Shares that bears Company and the same ratio Selling Securityholder pursuant to the aggregate number of Option Shares being purchased this Agreement as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such number increased as set forth in Section 12 hereof) bears to represents of the aggregate total number of Underwritten the Firm Shares being to be purchased from by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option agreement of each Underwriter is to purchase Option Shares at any time in whole, or from time to time in part, on or before only the thirtieth day following the date of the Prospectus, by written notice from the Representatives 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 respective number of Option Firm 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.on Schedule A.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to Options Shares at the Purchase Price. The Underwriters, 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, severally and not jointly, from the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (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 Business Days prior to the date and time of delivery specified therein. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Underwritten Shares by the Underwriters.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and each of the Selling Shareholder Shareholders agrees, severally and not jointly, to sell its respective portion sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[ ] (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto and from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. In addition, the Company agrees to issue and sell, and each of the Selling Shareholder agrees Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally to sell, on the basis of the representations, warranties and not jointlyagreements set forth herein and subject to the conditions set forth herein, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each of the Company and each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 the Company and by each Selling Shareholder as set forth in Schedule 2 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Shareholders. 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.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $34.48485 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the . The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from each of the Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their 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 hereto. The Underwriters 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 Representatives Representative to each of the Company Company, Valcon Acquisition Holding (Luxembourg) S.à.x.x. (“Luxco”) and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $33.07 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their 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 hereto. The Underwriters may exercise the option to purchase Option Shares at any time time, in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Shareholders Stockholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas 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 three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share (the “Purchase Price”) of $21.065. The Company will not be obligated to deliver any of the Underwritten Shares except upon payment for all the Underwritten Shares to be purchased as provided herein. In addition, each Selling Shareholder the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders 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 that 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 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives X.X. Xxxxxx Securities Inc. in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives X.X. Xxxxxx Securities Inc. to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $29.115625 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the . The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from each of the Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 hereto. The Underwriters 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 Representatives to each of the Company Company, Valcon Acquisition Holding (Luxembourg) S.à x.x. (“Luxco”) and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Sellers at a purchase price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each Seller as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all Underwriters from all of the Sellers hereunder. The public offering price of the Shares is not in excess of the price recommended by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each the Company agrees to issue and sell, and the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 heretoII hereto agree, severally and not jointly, to sell sell, the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters shall have the option to purchase at their election up to 2,411,577 Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Sellers at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Seller as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 or Section 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, (a) The Company agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company at a purchase price per share Share of $[ ] (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company. In addition, each Selling Shareholder the Company agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to [ ] Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Company 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, that portion of the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be the you so as to eliminate fractional shares) determined by multiplying such number of Option Shares that bears by a fraction the same ratio to numerator of which is the aggregate maximum number of Option Shares being purchased as which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Underwritten Option Shares set forth opposite which all of the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears Underwriters are entitled to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives J.X. Xxxxxx Securities Inc. (“JPMorgan”) to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth fifth 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 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Shareholders agrees, severally and not jointly, to sell its respective portion sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $22.0875 (the “Purchase Price”) from each of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. In addition, each of the Selling Shareholder agrees Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally to sell, on the basis of the representations, warranties and not jointlyagreements set forth herein and subject to the conditions set forth herein, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 each Selling Shareholder, the Selling Shareholders 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 Shareholder as set forth in Schedule 2 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Shareholders. 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. If the Underwriters exercise the option to purchase Option Shares in full, the number of Option Shares to be sold to the Underwriters by each of the Selling Shareholders shall be the number of Option Shares indicated in Schedule 2 hereto. If the Underwriters exercise the option to purchase Option Shares in part, then 50% of such Option Shares to be sold pursuant to such partial exercise shall be sold to the Underwriters by Tene Investment Funds in the same proportion to the maximum number of Option Shares to be sold by each of Tene Investments in Quartz Surfaces L.P. and Tene Investments in Quartz Surfaces B (Parallel) L.P, as set forth in Schedule 2 hereto and 50% of such Option Shares to be sold pursuant to such partial exercise shall be sold to the Underwriters by Kibbutz Sdot-Yam.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $30.48 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 heretoII hereto agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 1,052,874 Option Shares at the Purchase Price to cover overallotments, if any. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the Company agrees to issue and sell and each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares (subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make) set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[—] and from each of the Selling Stockholders the number of Underwritten Shares (subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the Company agrees to issue and sell and each of the Selling Stockholders agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and (ii) the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 the Company and each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $__________ (the “"Purchase Price”") of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 heretoII hereto agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to [ ] Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares that such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares that all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than twice) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein. The Company, the Selling Stockholders and the Underwriters hereby agree that up to [ ] of the Underwritten Shares to be purchased by Wachovia Capital Markets, LLC (the "Designated Underwriter") under this Agreement (the "Directed Shares") shall be reserved for sale by such Designated Underwriter for the Company's employees (the "Directed Shares Purchasers") as part of the distribution of the Underwritten Shares (the "Directed Share Program"). The Underwritten Shares to be reserved and sold by the Designated Underwriter pursuant to the Directed Share Program shall be sold by such Designated Underwriter at the public offering price and shall be subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the "NASD") and all other applicable laws, rules and regulations. The Directed Shares purchased pursuant to the Directed Share Program by the Company employees shall not be subject to the clear market provision contained in Section 6(a) hereto. To the extent that such Directed Shares are not orally confirmed for purchase by such persons by the end of the first day after this Agreement, such Directed Shares will be offered to the public as part of the offering contemplated hereby. Except as expressly provided in Section 8(c) hereto, under no circumstances will the Designated Underwriter or any other Underwriter be liable to the Company or to any of the Directed Shares Purchasers for any action taken or omitted to be taken other than any such action or inaction resulting primarily from the bad faith or willful misconduct of the Designated Underwriter in connection with the Directed Share Program.

Purchase of the Shares by the Underwriters. Each (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the Company agrees to issue and sell, and each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and (ii) each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[ ] from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 and Schedule 3 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the Company agrees to issue and sell, and each of the Selling Stockholders agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 and Schedule 3 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and (ii) the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 the Company and by each Selling Stockholder as set forth in Schedule 2 and Schedule 3 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorneys in Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Option Shares set forth opposite (subject to such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees adjustments to eliminate fractional shares as and the Representatives may determine) that bears the same proportion to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 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. If any Option Shares are to be purchased, the total number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares that bears the same ratio to the aggregate number of Option Shares being purchased sold on such Delivery Date as the number of Underwritten Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate total number of Underwritten Shares being purchased from the Selling Shareholders Firm Shares. The purchase price payable by the several Underwriters, subject, however, to such adjustments to eliminate Underwriters for both the Firm Shares and any fractional Option Shares as the Representatives in their sole discretion shall makeis $[●] per share. The Underwriters may exercise Company is not obligated to deliver any of the option to purchase Firm Shares or 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 Representatives 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 foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (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 thereinprovided herein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion (a) On the basis of the Underwritten representations and warranties and subject to the terms and conditions herein set forth, the Company and the Selling Securityholders agrees to issue and sell the Firm Shares to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters as provided the number of Firm Shares set forth in this AgreementSchedule B opposite the name of such Selling Securityholder, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Underwriters agrees to purchase at a price per share (the “Purchase Price”) of $[—] from the Company and the Selling Shareholders Securityholders the respective aggregate number of Underwritten Firm Shares set forth opposite its name on Schedule A, plus such Underwriter’s name in Schedule 1 heretoadditional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option The price at which such Firm Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders at the Purchase Price less an amount per share equal to any dividends or distributions declared be sold by the Company and payable on the Underwritten Selling Securityholders and purchased by the several Underwriters shall be $_____ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of the Firm Shares but not payable on which represents the Option Shares. If any Option Shares are same proportion of the total number of the Firm shares to be purchased, the number of Option Shares to be purchased sold by each Underwriter shall be of the number of Option Shares that bears Company and the same ratio Selling Securityholders pursuant to the aggregate number of Option Shares being purchased this Agreement as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such number increased as set forth in Section 12 hereof) bears to represents of the aggregate total number of Underwritten the Firm Shares being to be purchased from by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option agreement of each Underwriter is to purchase Option Shares at any time in whole, or from time to time in part, on or before only the thirtieth day following the date of the Prospectus, by written notice from the Representatives 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 respective number of Option Firm 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.on Schedule A.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $[•] (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 II hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, Agreement and the Underwriters shall have the option to purchase at their election up to 900,000 Option Shares at the Purchase Price. The Underwriters, 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 Selling Shareholders Stockholders identified in Schedule II 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 that number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Custodian (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $________ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all Underwriters from the Company and all the Selling Stockholders hereunder. The public offering price of the Shares is not in excess of the price recommended by Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each of the Company and the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 II hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be of the number of Option Shares that bears Company and 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 Selling Stockholders as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (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 Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Selling Shareholder agrees, severally and not jointly, Stockholder agrees to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders 28.90 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each the Selling Shareholder Stockholder agrees as and to the extent indicated in Schedule 2 1 hereto, severally and not jointlyto sell, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 purchasepurchase the Option Shares, severally and not jointly, from the Selling Shareholders 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. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Underwriters in their sole discretion shall make. The Underwriters 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 Representatives Underwriters to the Company and the Selling Shareholders Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion (a) On the basis of the Underwritten representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 shares of the Firm Shares to the several Underwriters as provided in this AgreementUnderwriters, the Selling Securityholder agrees to sell 250,000 shares of the Firm Shares to the several Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Underwriters agrees to purchase at a price per share (the “Purchase Price”) of $[—] from the Company and the Selling Shareholders Securityholder the respective aggregate number of Underwritten Firm Shares set forth opposite its name on Schedule A, plus such Underwriter’s name in Schedule 1 heretoadditional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. In addition, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option The price at which such Firm Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders at the Purchase Price less an amount per share equal to any dividends or distributions declared be sold by the Company and payable on purchased by the Underwritten Shares but not payable on several Underwriters shall be $______ per share. The obligation of each Underwriter to the Option Shares. If any Option Shares are Company and the Selling Securityholder shall be to be purchased, purchase from the Company and the Selling Securityholder that number of Option the Firm Shares which represents the same proportion of the total number of the Firm Shares to be purchased sold by each Underwriter shall be of the number of Option Shares that bears Company and the same ratio Selling Securityholder pursuant to the aggregate number of Option Shares being purchased this Agreement as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such number increased as set forth in Section 12 hereof) bears to represents of the aggregate total number of Underwritten the Firm Shares being to be purchased from by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option agreement of each Underwriter is to purchase Option Shares at any time in whole, or from time to time in part, on or before only the thirtieth day following the date of the Prospectus, by written notice from the Representatives 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 respective number of Option Firm 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.on Schedule A.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] 21.24 (i) from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto and (ii) from each of the Selling Stockholders the number of Underwritten Shares determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders as set forth opposite their names on Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter from the Selling Stockholders as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, the Company agrees to issue and sell, and each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 purchasepurchase at their election, severally and not jointly, from the Company up to 525,000 Option Shares and from certain of the Selling Shareholders Stockholders up to an aggregate of 525,000 Option Shares solely to cover the option to purchase additional shares at the Purchase Price Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 the Company and each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters 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 Representatives to the Company and the attorney-in-fact for the Selling Shareholders Stockholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPthe “Attorney-In-Fact”). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth fifth 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.

Purchase of the Shares by the Underwriters. Each (a) The Company agrees to issue and sell, and the Selling Shareholder Stockholder agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder at a price per share of $11.16 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and the Selling Stockholder by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder. The public offering price of the Shares is not in excess of the price recommended by Wachovia, acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “NASD”). In addition, each the Company agrees to issue and sell, and the Selling Shareholder agrees as and to the extent indicated in Schedule 2 heretoStockholder agrees, severally and not jointly, to sell the Option Shares pro rata to the several Underwriters as provided in this Agreement, and the Underwriterseach 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, severally and not jointly, from the Company and the Selling Shareholders Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchased, the adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares to be purchased sold by each Underwriter shall be the Company and the Selling Stockholder by a fraction, the numerator of which is the maximum number of Option Shares that bears the same ratio which such Underwriter shall be entitled to the aggregate number of Option Shares being be 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 12 hereof) bears to and the denominator of which is the aggregate number of Underwritten Option Shares being purchased from which all of the Selling Shareholders by the several Underwriters, subject, however, Underwriters are entitled to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makebe purchased. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy Stockholder; provided, however, that such option may be exercised only for the purpose of such notice covering any over-allotments that may be made by the Underwriters in the sale of the Firm Shares. No Option Shares shall be sold or delivered to Xxxxxx & Xxxxxxx LLP)unless the Underwritten Shares previously have been, or simultaneously are, sold and delivered. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) each of $[—] from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, each Selling Shareholder agrees as and Stockholders (with respect to the extent indicated in Schedule 2 heretoSelling Stockholder Shares) and the Share Borrower (with respect to the Borrowed Shares) agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 purchaseeach Underwriter agrees, severally and not jointly, to purchase from each of the Selling Shareholders Stockholders (with respect to the Selling Stockholder Shares) and the Share Borrower (with respect to the Borrowed Shares) at the Purchase Price less an amount a purchase price per share equal to any dividends or distributions declared by of $16.57 (the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, “Purchase Price”) the number of Option Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders (with respect to the Selling Stockholder Shares) and the Share Borrower (with respect to the Borrowed Shares) as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Shares to be purchased by each such Underwriter shall be the number of Option Shares that 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 12 hereof) bears to and the denominator of which is the aggregate number of Underwritten Shares being to be purchased by all the Underwriters from all of the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters 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 Representatives Stockholders (with respect to the Company Selling Stockholder Shares) and the Selling Shareholders Share Borrower (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 (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 respect to the date and time of delivery specified thereinBorrowed Shares) hereunder.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $25.65 (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 heretohereto and subject to the conditions set forth herein, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 669,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on to 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 that 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 12 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders Attorney-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or 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 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agreesStockholders agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a price per share of $_____(the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate 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 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, each Selling Shareholder the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (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 Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agreesStockholders agree, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $ (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite such Underwriter’s name their respective names in Schedule 1 heretoII hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 heretoII hereto agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to ________ Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholders Stockholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by that portion of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any number of Option Shares are as to which such election shall have been exercised (to be purchasedadjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. As to each Selling Stockholder, any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares that 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 Selling Stockholder as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeSchedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders Attorneys-in-Fact (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLPas defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date business day and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each Selling Shareholder agrees, severally (a) The Company agrees to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share (the “Purchase Price”) of $ . The public offering price of the Shares is not in excess of the price recommended by X.X. Xxxxxx Securities Inc. (“JPMorgan”), acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each Selling Shareholder the Company agrees as to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that 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 12 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) The Company and each of the Selling Shareholder agrees, severally Stockholders agree to issue and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a price per share of $___(the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate 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 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter’s Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, each the Selling Shareholder agrees as Stockholders agree to issue and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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 Selling Shareholders Stockholders the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defined) after the date of such notice (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 Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. Each (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, each of the Selling Shareholder Stockholders agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $[ • ] (the "Purchase Price") the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[—] from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In additionStockholders, each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to [ • ] 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 Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholders Stockholders 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 that 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their 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 hereto. The Underwriters 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 Representatives to the Company and the Selling Shareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP)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, 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; provided, however, that if the Option Shares are to be purchased on the Closing Date, any such notice shall be given at least one business day prior to the Closing Date.