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

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] shares of the Firm Stock and each of the Selling Stockholders agrees to sell the number of shares of the Firm Stock listed beside its name on Schedule 2 hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders grants to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its name in Schedule 3. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Stock to be delivered on any Delivery Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000·] shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder’s name in Schedule 3II hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of for both the Firm Stock and any Option Stock is $[·] per share; provided, however, that the amount paid by the Underwriters for any Option Stock shall be $ . reduced by an amount per shareshare equal to any dividends declared by the Company and payable on the Firm Stock but not payable on such Option Stock. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder agrees to sell [2,600,000[ — ] shares of the Firm Stock and each of the Selling Stockholders agrees to sell the number of shares of the Firm Stock listed beside its name on Schedule 2 hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Selling Stockholder that number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Stockholder grants to the Underwriters an option to purchase up to [ — ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 3. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of for both the Firm Stock and any Option Stock shall be $ . is [ — ] per share. The Company’s , less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and the Selling Stockholders’ sale of payable on the Firm Stock and the but not payable on such Option Stock. The Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be Stockholder is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 6,130,000 shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside set opposite its name on in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder set forth opposite that Underwriter’s name in Schedule Schedules 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 975,000 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[ ] per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 9,225,000 shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder’s name in Schedule 3II hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of for both the Firm Stock and any Option Stock shall be $ . is $18.37875 per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 1,500,000 shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside its set opposite the name on of such Selling Stockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule l represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Company and certain of the Selling Stockholders grants grant to the Underwriters an option to purchase the number of up to 300,000 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 l and Schedule 2 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . ____ per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] . shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 heretohereto under the heading "Number of Shares of Firm Stock", severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Option Stockholder, severally and not jointly, grants to the Underwriters an option to purchase the up to that number of shares of Option Stock set forth opposite its such Option Stockholder's name in on Schedule 32 hereto under the heading "Number of Shares of Option Stock". Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $_____ per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. 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 [2,600,000] 17,500,000 shares of the Firm Stock Stock, (ii) each Selling Stockholder hereby agrees, severally and each of the Selling Stockholders agrees not jointly, to sell the number of shares of the Firm Stock listed beside set forth opposite its name on Schedule 2 hereto, hereto to the several Underwriters, and (iii) each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 3,343,905 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule Schedules 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[ ] per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 6,000,000 shares of the Firm Stock and each of the Selling Stockholders agrees to sell the number of shares of the Firm Stock listed beside its name on Schedule 2 hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 heretoI hereto at a purchase price of $[ ] per share (the “Purchase Price”); provided, however, that any shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto to be sold to certain existing stockholders of the Company listed in Schedule VI hereto and/or their affiliated entities shall be purchased by the Underwriters at a purchase price of $[ ] per share (i.e., the price to the public as set forth on the cover page of the Prospectus). The respective purchase obligations of the Underwriters with respect to the shares of Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase up to 900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 3. Such option is granted for at the purpose Purchase Price (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. If Underwriter bears to the over-allotment option is less than fully exercised, the Underwriters will purchase total number of shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to all the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 3,000,000 shares of the Primary Firm Stock and each of the Selling Stockholders Stockholder, severally and not jointly, hereby agrees to sell the number of shares of the Secondary Firm Stock listed beside set opposite its name on in Schedule 2 hereto, II hereto to the several UnderwritersUnderwriters and upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each on the basis of the Selling Stockholders representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to [ ] shares of Option Stock and certain of the Selling Stockholders set forth on Schedule II hereto hereby grant to the Underwriters an option to purchase up to the number of shares of the Option Stock set forth opposite its name in their respective names on Schedule 3II hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 I hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[ ] per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 hereto, hereto to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each on the basis of the Selling Stockholders grants representations and warranties contained in, and subject to the terms and conditions of, this Agreement, Lehman Brothers Merchant Banking Xxxxxxrs II L.P. and certain of its affiliates grant to the Underwriters an option to purchase the number of up to 750,000 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $25.37375 per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000[ ] shares of the Firm Stock Stock, and each of Selling Stockholder hereby agrees, severally and not jointly with the Company or any other Selling Stockholders agrees Stockholder, to sell the number of shares of the Firm Stock listed beside its set forth opposite the name on of such Selling Stockholder in Schedule 2 hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 750,000 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 100-share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[ ] per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000—] shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder’s name in Schedule 3II hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from for each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be is $ . per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000_____] shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside its set opposite name on of such Selling Stockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule l represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Company and the Selling Stockholders grants grant to the Underwriters an option to purchase the number of up to ______ shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 l hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $_____ per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000[ · ] shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder’s name in Schedule 3II hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of for both the Firm Stock and any Option Stock shall be $ . is $[ · ] per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,0003,500,000] shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside its set opposite such Selling Stockholder’s name on in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock 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 Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to [750,000] shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . [ ] per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 5,000,000 shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside its set opposite such Selling Stockholder's name on in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 809,557 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to the Underwriters of both the Firm Stock and any Option Stock shall be $ . $_____ per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000[ ] shares of the Company Firm Stock and each of the Selling Stockholders Shareholder hereby agrees to sell the number of shares of the Selling Shareholder Firm Stock listed beside set forth opposite its name on Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, each of the certain Selling Stockholders grants Shareholders grant to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its such Selling Shareholder’s name on Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, the Option Stock shall be purchased severally from the Selling Shareholders in proportion to the number of shares of Option Stock set forth opposite the name of such Selling Shareholder on Schedule 32 hereto. Such option is granted for the purpose of covering over-over- allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[ ] per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Shareholders shall be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 2,000,000 shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside set opposite its name on in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder set forth opposite that Underwriter’s name in Schedule Schedules 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 825,000 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[___] per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000●] shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder’s name in Schedule 3II hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for made among the account of the Underwriters Selling Stockholders in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of for both the Firm Stock and any Option Stock shall be $ . is $[●] per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 2,569,075 shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock 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 Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase up to 385,362 shares of Option Stock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder’s name in Schedule 32 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Class A Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $ . $26.125 per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock, as the case may be, to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 3,325,000 shares of the Firm Stock Stock, and each of the Selling Stockholders Stockholder, severally and not jointly, hereby agrees to sell the number of shares of the Firm Stock listed beside set opposite its name on in Schedule 2 hereto, hereto to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Shareholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional sharesshares or lots of less than 100 share amounts, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 1,100,000 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $53.075 per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 2,250,000 shares of the Firm Stock and each of the Selling Stockholders Paul X. Xxxxx xxx Sophxx X. Xxxxx xxxeby agrees to sell the number of 300,000 shares and 200,000 shares, respectively, of the Firm Stock listed beside its name on Schedule 2 heretoStock, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 337,500 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 I hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the 10 10 Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $___ per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000[ ] shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside its set opposite name on of such Selling Stockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule l represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Company and the Selling Stockholders grants grant to the Underwriters an option to purchase the number of up to [ ] shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 l hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $_____ per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 4,000,000 shares of the Firm Stock and each of the Selling Stockholders agrees to sell the number of shares of the Firm Stock listed beside its name on Schedule 2 hereto, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase purchase, in whole or in part, the number of shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . [$____] per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to sell and deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon purchase of and payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 4,500,000 shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside set opposite its name on in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase up to 675,000 shares of Option Stock and the Selling Stockholders severally, and not jointly, grant to the Underwriters an option to purchase up to 225,000 shares of Option Stock. The Option Stock to be sold by each such Selling Stockholder hereunder shall be equal to the number of shares of Option Stock set forth opposite its each such Selling Stockholder's name in Schedule 32 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $_____ per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000[ — ] shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder’s name in Schedule 3II hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of for both the Firm Stock and any Option Stock shall be $ . is $[ — ] per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] shares of the Company Firm Stock Stock, and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Selling Stockholder Firm Stock listed beside set forth opposite its name on Schedule in schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders grants grant to the Underwriters an option to purchase the number of up to 2,205,883 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[ ] per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 4,606,882 shares of the Firm Stock and each of the Selling Stockholders Stockholder agrees to sell the number of shares of the Firm Stock listed beside set forth opposite its name on in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder’s name in Schedule 3II hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from for each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . is $13.95 per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 6,125,000 shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside its set forth opposite its/his name on in Schedule 2 3 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Company and the Selling Stockholders grants grant to the Underwriters an option to purchase the number of up to 1,087,500 shares of Option Stock Stock. Of the 1,087,500 shares of Option Stock, 720,295 shall be sold by the Company and 367,205 shall be sold by the Selling Stockholders (in the respective amounts set forth opposite its name the Selling Stockholders' names in Schedule 33 hereto). Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 and 2 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[ ] per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. 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 [2,600,000] 17,500,000 shares of the Firm Stock Stock, (ii) each Selling Stockholder hereby agrees, severally and each of the Selling Stockholders agrees not jointly, to sell the number of shares of the Firm Stock listed beside set forth opposite its name on Schedule 2 hereto, hereto to the several Underwriters, and (iii) each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 3,268,110 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule Schedules 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $[ ] per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [2,600,000] 3,000,000 shares of the Firm Stock and each of the Selling Stockholders Stockholder hereby agrees to sell the number of shares of the Firm Stock listed beside its set opposite such Selling Stockholder's name on in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each of the Selling Stockholders Company grants to the Underwriters an option to purchase the number of up to 600,000 shares of Option Stock set forth opposite its name in Schedule 3Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $ . $_____ per share. The Company’s Company and the Selling Stockholders’ sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.