Common use of Purchase, Sale and Delivery of Shares Clause in Contracts

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholder, respectively, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the Underwritten Shares, and the Selling ShareholderStockholders agree to sell to the Underwriters the Secondary Shares, and the Underwriters, severally and not jointly, agree to sell to purchase the Underwriters named in Schedule A hereto, Underwritten Shares and the Underwriters agree, severally Secondary Shares. The purchase price for each Underwritten Share and not jointly, to purchase from the Company and the Selling Shareholder, respectively, Secondary Share shall be $[_________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price ] per share set forth in (the Pricing Agreement“Per Share Price”). The obligation Notwithstanding the foregoing provisions of each Underwriter this Section 5, the Per Share Price for sales of Underwritten Shares by the Underwriters to the Company KIT Media Ltd. and Gxxxxxxx MxXxxxx Capital, LLC shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to $[______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement] per share. The obligation of each Underwriter Underwriters hereby acknowledge that they are not being paid a fee for the Underwritten Shares sold to KIT Media Ltd. and Gxxxxxxx MxXxxxx Capital, LLC, however, all such shares being sold to KIT Media Ltd. and Gxxxxxxx MxXxxxx Capital, LLC are being underwritten by the Underwriters. The Company and the Selling Shareholder shall be Stockholders agree to purchase from pay the Selling Shareholder the number of full shares which (Underwriters’ compensation as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in Schedule II hereto. The Company hereby grants to the Pricing Agreement. At 9:00 A.M., Chicago Time, on Underwriters the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (option to purchase some or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution all of the Pricing Agreement)Additional Shares and, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to Underwriters shall have the several Underwriters right to purchase, severally and not jointly, up to an aggregate all or any portion of _______ Option Shares, the Additional Shares at the same purchase price per share Per Share Price as may be necessary to be paid for cover over-allotments made in connection with the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Sharestransactions contemplated hereby. The This option granted hereunder may be exercised by an Underwriter at any time (but not more than once) within 30 days after or from time to time on or before the thirtieth day following the date of the initial public offering upon hereof, by written notice by you to the Company and (the Agents setting “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are exercising option is being exercised, and the option, date and time when the names and denominations in which the certificates for such shares Additional Shares are to be registered delivered (such date and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second “Option Closing Date," shall be determined by you”); provided, but if at any time other than however, that the First Option Closing Date, Date shall not be earlier than three the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than 10 full the fifth business days day after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter the date on which the option shall be determined by multiplying have been exercised unless the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A Company and the denominator Underwriter otherwise agree. Payment of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment purchase price for and delivery of the Option Additional Shares shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as specified set forth in subparagraph (c) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Underwriters, the Company agrees to make a form of such certificate available to the Underwriters for such purpose at least one full business day preceding paragraphthe Option Closing Date. You have advised The Underwritten Shares and Secondary Shares will be delivered by the Company and the Selling Shareholder that each Stockholders to the Underwriters against payment of the purchase price therefor by wire transfer of immediately available or same day funds payable to the order of the Company or a Selling Stockholder, as appropriate, at the offices of Rxxx Capital Partners, LLC, 24 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, xr such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the third (or if the Underwritten Shares and Secondary Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as the Underwriter has authorized you and the Company determine pursuant to accept Rule 15c6-1(a) under the Exchange Act, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of its the Underwritten Shares and the Secondary Shares or the Additional Shares, as applicable, is referred to make payment and to receipt therefor. You, individually and not herein as the Representatives “Closing Date.” If an Underwriter so elects, delivery of the UnderwritersUnderwritten Shares, Secondary Shares and Additional Shares may make payment be made by credit through full fast transfer to the account at The Depository Trust Company designated by such Underwriter. Certificates representing the Shares, in definitive form and in such denominations and registered in such names as the Underwriters may request upon at least two business days’ prior notice to the Company, will be made available for any Shares to be purchased by any Underwriter whose funds shall checking and packaging not have been received by you by later than 10:30 a.m. Pacific Time on the First business day next preceding the Closing Date at the above addresses, or the Second Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderbe mutually acceptable.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company and the each Selling ShareholderShareholder agrees, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Shareholder, respectively, ____at a price of $_____ per share, the number of Firm Shares (to be adjusted by you to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and each of the Selling Shareholders, as set forth opposite their respective names in Schedule B hereto, by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the respective Selling Shareholders hereunder. In addition, on the basis of the representations, warranties and covenants contained herein and subject to the terms and conditions herein set forth, each of the Selling Shareholders, as and to the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, to the several Underwriters an option to purchase at the Underwriters' election up to 525,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Attorneys-in-Fact and the Custodian setting forth the number of Firm Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule B hereto. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the names name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Selling Shareholder Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in Schedule B hereto any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to you for the account of such Underwriter at such time and place as shall hereafter be designated by the Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check or checks, payable to the order of the Company in next day funds. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 8:30 a.m. Palo Alto, California] time, at the price per share set forth in the Pricing Agreement. The obligation offices of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicableWilsxx Xxxxxxx Xxxxxxxx & Xosaxx, as determined by you) bears to 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000, xx _______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement)1999, or such other time not later than ten business days after such and date as shall be agreed upon by the Representatives you and the CompanyCompany may agree upon in writing, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined and, with respect to the Option Shares, at the time and on the date specified by youyou in the written notice given by you of the Underwriters' election to purchase the Option Shares, but if at any or such other time other than and date as you and the First Company may agree upon in writing, such time and date being referred to herein as the "Option Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares ." Such certificates will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on least twenty-four hours prior to the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderat a location as may be designated by you.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, severally and not jointly, agree agrees to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderCompany, respectivelyat a purchase price of $36.67 per share, _________ Firm Shares from the Company and the respective number numbers of Firm Shares set forth opposite the names of the Selling Shareholder Underwriters in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule Exhibit A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on upon written notice from the basis Representatives given to the Company from time to time not more than 30 days subsequent to the date hereof, the Underwriters may purchase all or less than all of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, Optional Shares at the same purchase price per share to be paid for the Firm Shares, for use solely in covering Shares less an amount per share equal to any overallotments made dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Firm Shares set forth opposite such Underwriter’s name in Exhibit A hereto (subject to adjustment to eliminate fractions). Such option is granted for the purpose of covering over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you the Representatives to the Company Company. The time and date of delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m., New York City time, on April 14, 2010 or such other time and date as the Representatives and the Agents setting forth Company may agree upon in writing and, with respect to the aggregate number Optional Shares, 10:00 a.m., New York City time, on the date specified by the Representatives in the written notice given by the Representatives of Option Shares the Underwriters’ election to purchase such Optional Shares, or such other time and date as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered Representatives and the Company may agree upon in writing. The time and place at which such certificates will be delivered. Such time date for delivery of delivery (which may not be earlier than the Firm Shares is herein called the “First Closing Date”. Each time for the delivery of and payment for the Optional Shares (each, an “Optional Closing Date”), being herein referred to as the "Second Closing Date," shall which may be determined by you, but if at any time other than the First Closing Date, shall be determined by the Representatives but shall be not be earlier than three nor later than 10 five full business days after delivery of such written notice of exerciseelection to purchase Optional Shares is given. Each such date for delivery is herein called a “Closing Date”. The number of Option Shares to be purchased by each Underwriter on the Closing Date shall be determined registered in the name of Cede & Co. and shall be delivered by multiplying or on behalf of the number Company to the Representatives, through the facilities of Option The Depository Trust Company (“DTC”), for the account of the respective Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of federal (same-day) funds to the account specified by the Company to the Representatives at least 48 hours in advance. The Company will cause any certificates representing the Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on least 24 hours prior to the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date with respect thereto at the office of DTC or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderits designated custodian.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, severally and not jointly, agree agrees to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderCompany, respectivelyat a purchase price of $ per Share, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10). The certificates in negotiable form for the total number of Firm Selling Stockholder Shares to be purchased by all Underwriters have been placed in custody (for delivery under this Agreement. The obligation of each Underwriter ) under the Custody Agreement or have been delivered to the Selling Shareholder shall be to purchase from the Selling Shareholder the number Attorneys who will place such shares in custody immediately after execution of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the purchase price obligations of such Selling Stockholder hereunder shall not be set forth terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Pricing Custody Agreement. At 9:00 A.M.If any Selling Stockholder should die or be incapacitated, Chicago Time, on or if any other such event should occur before the fourth business day, if permitted under Rule 15c6-1 under delivery of the Exchange Act, (or certificates for the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430ASelling Stockholder Shares hereunder, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Selling Stockholder Shares to be sold by themsuch Selling Stockholder shall, respectivelyexcept as specifically provided herein or in the Custody Agreement, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to accordance with the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares this Agreement as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.if

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company and the each Selling ShareholderShareholder agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Shareholder, respectivelyat a price of $[ ] per share, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter (to the Company shall be adjusted by you to purchase from the Company that number of full shares which (as nearly as practicable, as eliminate fractional shares) determined by you) bears to ______________, multiplying the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total aggregate number of Firm Shares to be purchased sold by all Underwriters under this Agreement. The obligation of the Company and each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicableShareholder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder their respective names in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite its the name of such Underwriter in Schedule A hereto and the denominator of which is the total aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Shareholders hereunder. In addition, on the basis of the representations, warranties and covenants contained herein and subject to the terms and conditions herein set forth, the Company hereby grants, to the several Underwriters an option to purchase at the Underwriters' election up to the number of Option Shares, at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to such adjustments adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any fractional share purchases event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company and such Selling Shareholder to you for the account of such Underwriter at such time and place as shall hereafter be designated by the Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank checks, payable to the order of the Company and such Selling Shareholder in same day funds. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 8:30 a.m., Minneapolis, Minnesota time, at the offices of Faegre & Bensxx, XXP, Minneapolis, Minnesota, on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you in your absolute discretion may make). Certificates for and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date being herein referred to as the "Closing Date," and, with respect to the Option Shares Shares, at the time and on the date specified by you in the written notice given by you of the Underwriters' election to purchase the Option Shares, or such other time and date as you and the Company may agree upon in writing, such time and date being referred to herein as the "Option Closing Date." Such certificates will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on least twenty-four hours prior to the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderat a location as may be designated by you.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Firm Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation It is understood that _____ of each Underwriter the Firm Shares will initially be reserved by the Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus to employees and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to the Selling Shareholder shall be Representatives offers or indications of interest to purchase Firm Shares in form satisfactory to the Representatives and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by the Representatives from the Company; provided, that under no -------- circumstances will the Representatives or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Company and its subsidiaries. It is further understood that any such Firm Shares which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The certificates in negotiable form for the Selling Shareholder Stockholder Shares have been placed in custody (for delivery under this Agreement) under the number Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of full shares which (as nearly as practicablesuch Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, as determined that the arrangements made by you) bears such Selling Stockholder for such custody, including the Power of Attorney is to that number extent irrevocable and that the obligations of Firm Shares set forth opposite such Selling Stockholder hereunder shall not be terminated by the name act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder in Schedule B heretoStockholder Shares hereunder, the same proportion Selling Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in the number Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 4 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of federal the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or other effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by wire transfer them by reason of such breach), at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 (or otherwise, to at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the -------- ------- Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 5(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 12 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the _____ and _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling ShareholderStockholders selling Selling Stockholder Shares agrees, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share [IPO PRICE LESS DISCOUNT], the respective number of Firm Company Shares and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Custody Agreement and the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement or Power of Attorney. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal the several Underwriters by wire transfer, certified or other immediately available official bank check or checks drawn in same-day funds, by wire transfer payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders, at the offices of Xxxxxxx & Weiner LLP, 000 X. Xxxxxx Xxxxxx, xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx, 00000 (or otherwise, to at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in San Francisco or New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose wire transfer(s), check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner Underwriters, and under the table of payment Underwriters, second and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderShareholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderShareholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholder Shareholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of full shares Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of each Underwriter to certificates in negotiable form for the Selling Shareholder shall be to purchase from Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the number interests of full shares which (as nearly as practicablethe Underwriters hereunder, as determined that the arrangements made by you) bears such Selling Shareholder for such custody, including the Power of Attorney is to that number extent irrevocable and that the obligations of Firm Shares set forth opposite such Selling Shareholder hereunder shall not be terminated by the name act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder in Schedule B heretoShares hereunder, the same proportion Selling Shareholder Shares to be sold by such Selling Shareholder shall, except as specifically provided herein or in the number Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer or otherwiseof same-day funds, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Shareholders with regard to the Shares being purchased from such Selling Shareholders at the offices of Long Aldrxxxx & Xormxx XXX, 303 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Custodian. Such Company), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the first, third, seventh, eighth and ninth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Shareholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling ShareholderStockholders, severally and not jointly, agree agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and Selling Stockholders the Selling Shareholder, respectively, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names name of the each Selling Shareholder Stockholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to each of the Company Selling Stockholders shall be to purchase from the Company such Selling Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to ______________the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule B hereto, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M.a.m., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 1213 of this Agreement) following the date the Registration Statement becomes became effective (or, if the Company has elected to rely upon Rule 430A430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act) ), after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian Selling Stockholders will deliver to you at the offices of counsel for the Underwriters or through the book-entry facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodianaccounts designated by such Selling Stockholders. Such time of delivery and payment is herein referred to as the "“First Closing Date." The certificates for ” Electronic transfer of the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian Selling Stockholders prior to 10:00 A.M.a.m., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's Selling Stockholders’ expense for checking and packaging by the Representatives at 10:00 A.M.a.m., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, certain of the Selling Shareholder Stockholders designated on Schedule B hereby grants an option grant, severally and not jointly, options to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 1,346,417 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option options granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company and the Agents Selling Stockholders setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. If all of the Option Shares are purchased, the number of Option Shares to be purchased from each Selling Stockholder is set forth in Schedule B hereto. If less than all of the Option Shares are purchased, the number of Option Shares to be purchased from each of the Selling Stockholders shall be reduced from such maximum number on a pro rata basis (as nearly as practicable, as determined by you). The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise Stockholders by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's Selling Stockholders’ expense for checking and packaging at 10:00 A.M.a.m., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agrees, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, _________ Firm Shares from the Company and at a purchase price of $[10-12] per share, the respective number of Firm Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of each Underwriter to certificates in negotiable form for the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which Stockholder Shares have been placed in custody (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters for delivery under this Agreement. The initial public offering price and ) under the purchase price shall be set forth in the Pricing Custody Agreement. At 9:00 A.M., Chicago Time, on Each Selling Stockholder agrees that the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Selling Stockholder Shares of such Selling Stockholder so to be delivered will be held in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments arrangements made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates such Selling Stockholder for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Datecustody," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, 15 and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, _________ Firm Shares from the Company and at a purchase price of $9.765 per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Firm Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer or otherwisecertified or official bank check or checks, at the option of the Company, drawn in same-day funds, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders, at the offices of Bxxxxxx, Phleger & Hxxxxxxx LLP, Oxx Xxxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 a.m., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 p.m., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the 16 Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $10.50 per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment for Underwriters, and delivery under the second, sixth and seventh paragraphs and the third sentence of the Option Shares shall be fifth paragraph under the same as for the Firm Shares as specified caption "Underwriting" in any Preliminary Prospectus and in the preceding paragraph. You have advised Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, severally and not jointly, agree agrees to sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderCompany, respectively, ____at a price of $_____ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________share, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such each Underwriter in Schedule A hereto bears hereto, subject to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed adjustments in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters9 hereof. In addition, on the basis of the representations, warranties and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase at their election up to 200,000 Option Shares and the Selling Shareholder hereby grants an option to the several Underwriters an option to purchase, severally and not jointly, purchase at its election up to an aggregate of _______ 50,000 Option Shares, each at the same purchase price per share to be paid as set forth for the Firm SharesShares in the paragraph above, for use solely in the sole purpose of covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder hereby may be exercised in whole or in part, but only once, and at any time (but not more than once) upon written notice given within 30 days after the date of this Agreement, by you, as Representative of the initial public offering upon notice by you several Underwriters, to the Company and the Agents Selling Shareholder setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered option and the time and place date at which such certificates will are to be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at If any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by are purchased, each Underwriter shall be determined by multiplying agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to be sold which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by the Selling Shareholder pursuant to multiplying such notice number of exercise Option Shares by a fraction, fraction the numerator of which is the maximum number of Firm Option Shares to be purchased by which such Underwriter is entitled to purchase as set forth opposite its the name of such Underwriter in Schedule A hereto and the denominator of which is the total maximum number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be made available at delivered shall be determined by the Company's expense for checking Representative but shall not be earlier than two or later than ten full business days after the exercise of such option, and packaging at 10:00 A.M., Chicago Time, on shall not in any event be prior to the business day preceding the Second Closing Date. The manner If the date of payment for and delivery exercise of the Option Shares shall be option is three or more full days before the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, the notice of exercise shall set the Closing Date as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderOption Closing Date.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling ShareholderShareholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and each of the Selling ShareholderShareholders, respectively, _________ 4,250,000 Firm Shares from in the case of the Company and the respective number of Firm Shares set forth opposite the names name of the each Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________8,500,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to each of the Selling Shareholder Shareholders shall be to purchase from the such Selling Shareholder the that number of full shares which (as nearly as practicable, as determined by you) bears to that the number of Firm Shares set forth opposite the name of the such Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) 13), following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act) ), after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder Shareholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 1,275,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents Agent setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from each such Selling Shareholder if all of the Option Shares are purchased is set forth in Schedule B hereto. If less than all of the Option Shares are purchased, the number of Option Shares to be sold by each Selling Shareholder shall be reduced from such maximum number on a pro rata basis. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder Shareholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Shareholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the each Selling Shareholder Stockholder shall be to purchase from the such Selling Shareholder Stockholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the such Selling Shareholder Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and certain of the Selling Shareholder Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from the Company and the Selling Stockholders shall be in the same proportions as the number of Firm Shares to be sold by each bears to the total number of Firm Shares. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company and the Selling Shareholder Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderShareholder agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholder, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Shares set forth opposite the names of the Company and the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to the Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of full shares Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Shareholder Shares set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of each Underwriter to certificates in negotiable form for the Selling Shareholder shall be to purchase from Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. The Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the number interests of full shares which (as nearly as practicablethe Underwriters hereunder, as determined that the arrangements made by you) bears such Selling Shareholder for such custody, including the Power of Attorney is to that number extent irrevocable and that the obligations of Firm Shares set forth opposite such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the name death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder in Schedule B heretoShares hereunder, the same proportion Selling Shareholder Shares to be sold by such Selling Shareholder shall, except as specifically provided herein or in the number Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions made against receipt of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon a wire transfer reference number issued by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against Federal Reserve System evidencing payment of the purchase price therefor by delivery the several Underwriters by wire transfer of federal or other immediately available funds, to an account specified in writing by wire transfer or otherwise, the Company with regard to the Company Shares being purchased from the Company, and to an account specified in writing by the Custodian for the account of the Selling Shareholder with regard to the Shares being purchased from such Selling Shareholder, at the offices of Xxxx Xxxx Xxxx & Freidenrich LLP, 000 Xxxxxxxx Xxxxxx, Palo Alto, California (or at such other place as may be agreed upon among the Representatives and the Custodian. Such Company), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and in the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement , and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, at a purchase price of $_______.__ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of each Underwriter certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Selling Stockholder Agreement, except for the Selling Stockholder Shares to be sold by Xxx X. Xxxxx which certificates, together with duly endorsed stock xxxxxx, xxxx be delivered by Xx. Xxxxx or on his behalf to the Underwriters at the time of the Closing. Each Selling Shareholder shall be to purchase from Stockholder agrees that the certificates for the Selling Shareholder Stockholder Shares of such Selling Stockholder are subject to the number interests of full shares which (as nearly as practicablethe Underwriters hereunder, as determined that the arrangements made by you) bears to that number of Firm Shares set forth opposite such Selling Stockholder for the name custody of the Selling Shareholder Stockholder Shares, including the Selling Stockholder Agreement, is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in Schedule B heretothe Selling Stockholder Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholder Shares hereunder, the same proportion Selling Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in the number Selling Stockholder Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available funds, official bank check or checks drawn in same-day funds or by wire transfer or otherwisein same-day funds, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders, at the offices of Xxxxx Xxxxxxx Rain Xxxxxxx, 0000 Xxxx Xxxxxx, Suite 2200, Dallas, Texas (or at such other place as may be agreed upon among the Representatives and the Custodian. Such Company), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date." "; PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof (through no fault of the Representatives), the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $__.__ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the second, seventh, eighth and ninth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. 3.1. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters 1,500,000 of the Firm Shares and the Selling ShareholderShareholder agrees to offer and sell 1,900,000 of the Firm Shares. The Underwriters, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholder, respectively, _________ Firm Shares from Shareholder the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto hereto. The number of Firm Shares to be purchased by each Underwriter from the Company will bear the same ratio to the total number of Firm Shares to be sold by the Company as the total number of Firm Shares to be purchased by such Underwriter bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of the Underwriters, collectively and the number of Firm Shares to be purchased by each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder will bear the number of full shares which (as nearly as practicable, as determined by you) bears same ratio to that the total number of Firm Shares set forth opposite the name of to be sold by the Selling Shareholder in Schedule B hereto, the same proportion as the total number of Firm Shares set forth opposite the name of to be purchased by such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement)Underwriters, or such other time not later than ten business days after such date as shall be agreed upon by collectively; provided, however, that the Representatives and the Company, the Company and the Custodian will deliver to you at the offices Representative may on behalf of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is adjust the number of Firm Shares to be purchased by such each Underwriter from the Selling Shareholder so as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Dateshares. The manner of payment for and delivery of purchase price per share to be paid by the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised several Underwriters to the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to will be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder$__________ per share.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderShareholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderShareholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Shares as set forth opposite the names of the Company and the Selling Shareholder Shareholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of full shares which Firm Shares that (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of each Underwriter to certificates in negotiable form for the Selling Shareholder shall be to purchase from Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the number interests of full shares which (as nearly as practicablethe Underwriters hereunder, as determined that the arrangements made by you) bears such Selling Shareholder for such custody, including the Power of Attorney, is to that number extent irrevocable and that the obligations of Firm Shares set forth opposite such Selling Shareholder hereunder shall not be terminated by the name act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder in Schedule B heretoShares hereunder, the same proportion Selling Shareholder Shares to be sold by such Selling Shareholder shall, except as specifically provided herein or in the number Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of federal the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Shareholders with regard to the Shares being purchased from such Selling Shareholders (and the Company and such Selling Shareholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or other effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Shareholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by wire transfer them by reason of such breach), at the offices of Xxxxxx & Bird, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 (or otherwise, to at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the -------- ------- Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the _____ and _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Shareholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check or checks drawn in next-day funds, by wire transfer payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of each such Selling Stockholder (or otherwisethe Custodian for the respective accounts of the Selling Stockholders) with regard to the Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company or the Custodian, to as the case may be), at the offices of Freshman, Marantz, Orlanski, Coopxx & Xleix, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxor, East Tower, Beverly Hills, California, or such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Selling Stockholders), at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded or at such other time of delivery and payment is herein referred to date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Selling Stockholders may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time least two (but not more than once2) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.the

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, at a purchase price of __________ Firm Shares from the Company and per share, the respective number of Firm Company Shares and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of In the event that any Selling Stockholder shall have failed, refused or been unable to perform any agreement on his, her or its part to be performed hereunder, the Company and not such Selling Stockholder shall sell to the Underwriters, and each Underwriter to the Selling Shareholder shall be agrees, severally and not jointly, to purchase from the Company and not from such Selling Shareholder Stockholder, at the same price per share as set forth in this Section 3, the number of full Selling Stockholder Shares which were otherwise to be sold by such Selling Stockholder but for such Selling Stockholder's failure, refusal or inability to perform any agreement on his, her or its part to be performed hereunder. The additional shares which of Common Stock so sold by the Company as a result of the provisions of the preceding sentence shall added to, and included within, "Company Shares," and shall be subtracted and excluded from "Selling Stockholder Shares" as may be applicable in the context of this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (as nearly as practicablefor delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, as determined that the arrangements made by you) bears such Selling Stockholder for such custody, including the Power of Attorney is to that number extent irrevocable and that the obligations of Firm Shares set forth opposite such Selling Stockholder hereunder shall not be terminated by the name act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder in Schedule B heretoStockholder Shares hereunder, the same proportion Selling Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in the number Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check or checks drawn in next-day funds, by wire transfer or otherwise, payable to the order of the Company with regard to the Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company or the Custodian, as the case may be), at the offices of the Representative or such other place as 15 may be agreed upon among the Representative and the Custodian. Such Company, at ____ A.M., Los Angeles time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "First Closing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representative so elects, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representative. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representative of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at an initial public offering price of $______ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised last paragraph on the front cover page (insofar as such information relates to the Underwriters), in the first paragraph on page 2, concerning stabilization and over-allotment by the Underwriters, in the third paragraph under the caption "Underwriting," concerning the manner of offering the Firm Shares and the Option Shares, and in the seventh paragraph under the caption "Underwriting," concerning the discretionary accounts controlled by the Underwriters, in each case, in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company and the each Selling ShareholderShareholder agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Shareholder, respectivelyat a price of $[ ] per share, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter (to the Company shall be adjusted by you to purchase from the Company that number of full shares which (as nearly as practicable, as eliminate fractional shares) determined by you) bears to ______________, multiplying the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total aggregate number of Firm Shares to be purchased sold by all Underwriters under this Agreement. The obligation of the Company and each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicableShareholder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder their respective names in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite its the name of such Underwriter in Schedule A hereto and the denominator of which is the total aggregate number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for be purchased by all the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised Underwriters from the Company and the Selling Shareholder that Shareholders hereunder. In addition, on the basis of the representations, warranties and covenants contained herein and subject to the terms and conditions herein set forth, the Company and each Underwriter has authorized you Selling Shareholder, as and to accept delivery of its Sharesthe extent indicated in Schedule B hereto, hereby grant, severally and not jointly, to make payment the several Underwriters an option to purchase at the Underwriters' election up to the number of Option Shares set forth opposite their respective names in Schedule B hereto, at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and to receipt therefor. Youat any time upon written notice given within 30 days after the date of this Agreement, individually and not by you, as the Representatives of the several Underwriters, may make payment for any to the Company, the Selling Shareholders and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be purchased sold by the Company and each Selling Shareholder as set forth in Schedule B hereto. If any Option Shares are purchased, each Underwriter whose funds agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall not have been received exercised (subject to adjustment to eliminate fractional shares) determined by you multiplying such number of Option Shares by a fraction the First Closing Date or numerator of which is the Second Closing Date, maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the case may be, for the account name of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.in Schedule A hereto and the denominator of which is the maximum number of Option Shares

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the each Selling ShareholderStockholder, severally and not jointly, agree hereby agrees to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from such Selling Stockholder, at a purchase price of $43.033 per Share (the Company and the Selling Shareholder"purchase price per Share"), respectively, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter (subject to the Company shall be adjustment by Lazard Freres & Co. LLC to purchase from the Company eliminate fractions) that number of full shares which (as nearly as practicable, as determined by you) bears to ______________, bear the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A I hereto bears to the total number of Firm Shares Shares. CGIP hereby agrees to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter sell to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In additionand, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to Underwriters shall have the several Underwriters right to purchase, severally and not jointly, from CGIP, pursuant to an option to be exercised in the 30-day period commencing on the date of this Agreement, up to an aggregate of _______ Option Shares, 450,000 Additional Shares at the same purchase price per share to Share. Additional Shares may be paid purchased solely for the Firm Shares, for use solely purpose of covering over- allotments made in covering any overallotments made by connection with the Underwriters in the sale and distribution offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from CGIP that proportion of the total number of Additional Shares (subject to adjustment by Lazard Freres & Co. LLC to eliminate fractions) to be purchased from CGIP as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. Each Selling Stockholder will deliver the Firm Shares to the Underwriters, against payment of the purchase price therefor by wire transfer of same day funds to an account specified in writing by such Selling Stockholder. Payment for the Firm Shares shall be made at the offices of Cravath, Swaine & Moore at 10:00 A.M., New York Time, on October 30, 1996 or at such xxxxr place or time not later than seven full business days thereafter as the Underwriters and the Selling Stockholders determine (the "Initial Closing Date"). CGIP will deliver the Additional Shares to the Underwriters, against payment of the purchase price therefor by wire transfer of same day funds to an account specified in writing by CGIP, at the offices of Cravath, Swaine & Moore on such date and at such time (the "Option Closing Date"), ax xxxll be specified in the notice from Lazard Freres & Co. LLC to CGIP exercising the option to purchase the Additional Shares. The option granted hereunder Option Closing Date may be exercised the same as the Initial Closing Date but shall in no event be earlier than the Initial Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to. Such notice may be given, by letter or by telecopy or other facsimile transmission or by telephone (if subsequently confirmed in writing), to CGIP at any time (but not more than once) within 30 days after the date of this Agreement. The Option Closing Date may be varied by agreement between the initial public offering upon notice by you to the Company Underwriters and CGIP. The Initial Closing Date and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters Closing Date are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein collectively referred to as the "Second Closing Date,." shall The certificates for all the Firm Shares and the Additional Shares so to be determined by you, but if at any time other than delivered will be in such denominations and registered in such names as the First Closing Date, shall not be earlier than three nor later than 10 Underwriters request two full business days after delivery of such notice of exercise. The number of Option Shares prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Initial Closing Date or the Second Option Closing Date, as the case may be, and will be made available at the offices of Lazard Freres & Co. LLC, New York, New York or, upon your request, through the facilities of The Depository Trust Company, for checking and packaging at least one full business day prior to the account Initial Closing Date or the Option Closing Date, as the case may be. Each Selling Stockholder will not, without the prior written consent of the Underwriters, offer, sell, pledge or otherwise dispose of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock or any rights to purchase or acquire such capital stock, for a period of one year after the date of this Agreement; provided, however, that the foregoing restriction shall not apply to (i) the sale of the Shares to be sold hereunder, (ii) the sale of the Common Shares to be sold under the U.S. Common Stock Underwriting Agreement and the International Common Stock Underwriting Agreement, (iii) any conversion of shares of Preferred Stock into shares of Common Stock pursuant to the terms of the Preferred Stock and (iv) any disposition of any shares of Common Stock or Preferred Stock pursuant to a bona fide pledge or grant of a security interest to a major brokerage firm or financial institution to secure bona fide indebtedness, or the sale of such Underwritershares upon foreclosure on such pledge, but any provided that each purchaser of such payment shall not relieve such Underwriter from any obligation hereundershares upon foreclosure agrees to be bound by the provisions of this paragraph.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderShareholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderShareholders, respectively, ___at a purchase price of $______ Firm Shares from the Company and per share, the respective number of Firm Company Shares and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholder Shareholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of full shares Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to certificates in negotiable form for the Selling Shareholder shall be to purchase from Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the number interests of full shares which (as nearly as practicablethe Underwriters hereunder, as determined that the arrangements made by you) bears such Selling Shareholder for such custody, including the Power of Attorney is to that number extent irrevocable and that the obligations of Firm Shares set forth opposite such Selling Shareholder hereunder shall not be terminated by the name act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder in Schedule B heretoShares hereunder, the same proportion Selling Shareholder Shares to be sold by such Selling Shareholder shall, except as specifically provided herein or in the number Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions made against receipts of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon wire transfer reference numbers issued by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against Federal Reserve System evidencing payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer or otherwiseof immediately available funds to an account specified in writing by the Company with regard to the Shares being purchased from the Company and to an account specified in writing by the Custodian with regard to the Shares being purchased from such Selling Shareholders, to at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this -11- 12 Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose wire transfer funds shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at an initial public offering price of $__________ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the paragraph on page 2, concerning stabilization and over-allotment by the Underwriters, and under the first (including the table), second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Shareholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Selling Shareholderrespective Underwriters, and each of the Underwriters, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, agrees to purchase from the Company and the Selling Shareholder, respectively, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears I hereto, subject to adjustment in accordance herewith. The purchase price for each Share shall be $12.69 (the “Purchase Price”), which amount is inclusive of the financial advisory fee payable by the Company as described in the Prospectus. In addition, the Company hereby grants to the total number respective Underwriters the option to purchase, and upon the basis of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter the representations and warranties and subject to the Selling Shareholder terms and conditions herein set forth, each of the Underwriters shall be have the right to purchase purchase, severally and not jointly, from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name Company all or a portion of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Additional Shares set forth opposite the name of such Underwriter in Schedule A I hereto bears as may be necessary to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth cover over-allotments made in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance connection with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution offering of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares, for use solely in covering any overallotments made . This option may be exercised by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time and from time to time on or before the thirtieth (but not more than once30th) within 30 days after day following the date of the initial public offering upon hereof, by written notice by you to the Company and the Agents setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are exercising option is being exercised, and the option, date and time when the names and denominations in which the certificates for such shares Additional Shares are to be registered delivered as determined by the Underwriters (such date and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second “Subsequent Closing Date," shall be determined by you”); provided, but if at any time other than however, that, unless the First Company and the Representative otherwise agree in writing, the Subsequent Closing Date, Date shall not be earlier than three the Initial Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than 10 full the tenth business days day after the date on which the option shall have been exercised. The Firm Shares will be delivered by the Company to the Underwriters against payment of the Purchase Price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxxx, Xxxx & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or such other location as may be mutually acceptable, at 10:00 a.m. Eastern time on July 30, 2013, or at such other time and date as agreed to in writing by the Representative and the Company, such time and date of delivery being herein referred to as the “Initial Closing Date.” Electronic transfer of the Firm Shares shall be made to the Underwriters at the Time of Purchase in such names and in such denominations as the Representative shall specify. Payment of the purchase price for the Additional Shares shall be made at the Subsequent Closing Date in the same manner and at the same office as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to the Underwriters at the Subsequent Closing Date in such names and in such denominations as the Representative shall specify. The Initial Closing Date and the Subsequent Closing Date are referred to collectively herein as “Closing Dates” and each as a “Closing Date.” If the Representative so elects, delivery of such notice of exercise. the Shares may be made by credit through full fast transfer to the account at The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold Depository Trust Company designated by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make)Representative. Certificates for representing the Option Shares in definitive form and in such denominations and registered in such names as the Representative may request, upon at least two business days’ prior notice to the Company, or evidence of their issuance, will be made available for checking at a reasonable time preceding the Initial Closing Date at the Company's expense for checking and packaging at 10:00 A.M.offices of Xxxxxx, Chicago TimeHall & Xxxxxxx LLP, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or such other location as may be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermutually acceptable.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Firm Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Firm Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per Share, the respective number of Company Shares and Selling Stockholder Firm Shares set forth opposite the names of the Company and the Firm Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Firm Selling Stockholder shall be to purchase from the Company or such Firm Selling Stockholder that number of full shares Company Shares or Selling Stockholder Firm Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Firm Shares, as the case may be, set forth opposite the name of the Company or such Firm Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10 hereof) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Shares to be sold by the Selling Stockholders hereunder have been placed in custody (for delivery under this Agreement) under the Custody Agreement and Power of each Underwriter Attorney. Each Selling Stockholder agrees that the certificates for the Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder shall be to purchase from Stockholder for such custody, including the Selling Shareholder power of attorney provided in the number Custody Agreement and Power of full shares which (as nearly as practicableAttorney, as determined by you) bears is to that number extent irrevocable and that the obligations of Firm Shares set forth opposite such Selling Stockholder hereunder shall not be terminated by the name act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement and Power of Attorney. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Shares of such Selling Shareholder in Schedule B heretoStockholder hereunder, the same proportion Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in the number Custody Agreement and Power of Shares set forth opposite Attorney, be delivered by the name Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer of immediately available funds to the Company with regard to the Company Shares being purchased, and to either Attorney for the respective accounts of the Firm Selling Stockholders with regard to the Selling Stockholder Firm Shares being purchased. Such delivery and payment shall take place at the Chicago office of Winston & Xxxxxx (or otherwiseat such other place as may be agreed upon among the Representatives, to the Company and the Custodian. Such Selling Stockholders) at 9:00 A.M., local time in Chicago, Illinois, on the third (3rd) full business day following the date of delivery this Agreement or at such other time and payment is herein referred to date not later than seven (7) full business days thereafter as the Representatives, the Company and the Selling Stockholders may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date." ". The certificates for the Firm Shares so to be so delivered will be made available to you at such office or at such other location, including, without limitation, in New York City, as you may reasonably request for checking at least two (2) full business days prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least three (3) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject by credit through full fast transfer to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, accounts at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made The Depository Trust Company designated by the Underwriters in the sale and distribution of the Firm SharesRepresentatives. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by It is understood that you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds payment or payments shall not have been received by you by prior to the First Closing Date or the Second Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any obligation of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to offer the Firm Shares to the public as set forth in the Prospectus, but after the initial public offering (as such term is described in Section 11 hereof) of such Shares, the several Underwriters may in their discretion vary the public offering price. The information set forth in the last paragraph on the front cover page and under "Underwriting" (insofar as such information relates to the Underwriters) in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholder, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholder, respectively, _________ 500,000 Firm Shares from the Company and the respective number of 1,500,000 Firm Shares set forth opposite the names of from the Selling Shareholder in Schedule B hereto Stockholder at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________the number of Firm Shares to be sold by the Company, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Shareholder Stockholder shall be to purchase from the Selling Shareholder the Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to that the number of Firm Shares set forth opposite the name of to be sold by the Selling Shareholder in Schedule B heretoStockholder, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Timetime, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) ), following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian Selling Stockholder will deliver to you at the offices of counsel for the Underwriters Shereff, Friedman, Hoffxxx & Xoodxxx, XXP, 919 Third Avenue, New York, New York, or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal Federal or other funds immediately available funds, to an account or accounts designated by wire transfer or otherwise, to the Company and the CustodianSelling Stockholder, respectively. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian Selling Stockholder prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the first full business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the UnderwritersShereff, Friedman, Hoffxxx & Xoodxxx, XXP. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 150,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents Selling Stockholder setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder Stockholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Stockholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to give receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company and the each Selling ShareholderShareholder agrees, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Shareholder, respectivelyat a price of $[ ] per share, _________ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter (to the Company shall be adjusted by you to purchase from the Company that number of full shares which (as nearly as practicable, as eliminate fractional shares) determined by you) bears to ______________, multiplying the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total aggregate number of Firm Shares to be purchased sold by all Underwriters under this Agreement. The obligation the Company and each of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicableShareholders, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder their respective names in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite its the name of such Underwriter in Schedule A hereto and the denominator of which is the total aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Shareholders hereunder. In addition, on the basis of the representations, warranties and covenants contained herein and subject to the terms and conditions herein set forth, each of the Company and the Selling Shareholders, as and to the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, to the several Underwriters an option to purchase at the Underwriters' election up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Attorneys-in-Fact and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule B hereto. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to such adjustments adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any fractional share purchases event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to you for the account of such Underwriter at such time and place as shall hereafter be designated by the Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check or checks, payable to the order of the Company in next day funds. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 6:30 a.m. Portland, Oregon time, at the offices of Perkxxx Xxxe LLP, 1211 XX 0xx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxx, xx May __, 1999, or such other time and date as you and the Company may agree upon in your absolute discretion may make). Certificates for writing, such time and date being herein referred to as the "Closing Date," and, with respect to the Option Shares Shares, at the time and on the date specified by you in the written notice given by you of the Underwriters' election to purchase the Option Shares, or such other time and date as you and the Company may agree upon in writing, such time and date being referred to herein as the "Option Closing Date." Such certificates will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on least twenty-four hours prior to the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderat a location as may be designated by you.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling ShareholderStockholders, severally and not jointly, agree agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, _________ 2,500,000 Firm Shares from in the case of the Company and the respective number of Firm Shares set forth opposite the names name of the each Selling Shareholder Stockholder in Schedule B hereto in the case of the Selling Stockholders, at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to ______________2,500,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to each of the Selling Shareholder Stockholders shall be to purchase from the such Selling Shareholder the Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to that the number of Firm Shares set forth opposite the name of the such Selling Shareholder Stockholder in Schedule B hereto, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes Statements became effective (or, if the Company has elected to rely upon Rule 430A430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company, the Company and the Custodian Selling Stockholders will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company DTC for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwisetransfer, to the Company and the CustodianSelling Stockholders to such accounts as the Company and the respective Selling Stockholders shall provide to the Representative prior to the First Closing Date. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian Selling Stockholders prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 937,385 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any from time (but not more than once) to time within 30 days after the date of the initial public offering Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the "Rule 424 Prospectus") upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates shares will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise Company by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representatives Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderShareholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderShareholders, respectively, ____at a purchase price of $_____ Firm Shares from per share (the Company per share price to public as set forth in the Registration Statement less the per share underwriting discounts and commissions) the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in on Schedule B hereto at the price per share set forth in the Pricing AgreementA hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of full shares Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 11) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Shareholder Shares (or certificates representing securities convertible into such Shares) have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody, including the Power of Attorney, is to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated by the act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder Shares hereunder, the Selling Shareholder Shares to be sold by such Selling Shareholder shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 4 shall be made against payment of the purchase price therefor by the several Underwriters drawn in same-day funds, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Shareholders with regard to the Shares being purchased from such Selling Shareholders, at the offices of ______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of __________________________________________________ Option Shares(or at such other place as may be agreed upon among the Representative and the Company), at the same purchase price per share to be paid for the Firm Shares_:__ _.M., for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any _____________ time (but a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 1:30 P.M., Vancouver, Washington time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not more later than onceseven (7) within 30 full business days after following the date of first day that Shares are traded as the initial public offering upon notice by you to Representative and the Company and the Agents setting forth the aggregate number of Option Shares as Attorneys may agree (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the Underwriters are exercising "CLOSING DATE;" provided, however, that if the optionCompany has not made available to the Representative copies of the Prospectus within the time provided in Section 5(d) hereof, the Representative may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations in which the certificates for as you may request, such shares are request to be registered and made at least two (2) full business days prior to the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date). If the Representative so elects, being herein referred delivery of the Firm Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the "Second Closing Date," shall be determined by youRepresentative of the several Underwriters, may (but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 12 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at an initial public offering price of $_____ per share. The information set forth in the preceding paragraph. You have advised second to last paragraph on the front cover page (insofar as such information relates to the Underwriters), and under all the paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Shareholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney are, to the extent enforceable by law, irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions made against receipt of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon a wire transfer reference number issued by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against Federal Reserve System evidencing payment of the purchase price therefor by delivery the several Underwriters by wire transfer of federal or other immediately available funds, to an account specified in writing by wire transfer or otherwisethe Company with regard to the Shares being purchased from the Company, and to an account specified in writing by the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders, at the offices of Coolxx Xxxward LLP, Five Palo Alto Square, 3000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000-0000 (xx at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered, or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available to you at the Company's expense such office or such other location including, without limitation, in New York City, as you may reasonably request for checking It is understood that you, individually, and packaging by not as the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the first, second, sixth and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, _________ 3,000,000 Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________, 3,000,000 the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the each Selling Shareholder Stockholder shall be to purchase from the such Selling Shareholder Stockholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the such Selling Shareholder Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by themthe Company and for the benefit of the Selling Stockholders, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives Underwriters at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, certain of the Selling Shareholder Stockholders designated on Schedule B to be offering Option Shares hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, _________ 400,000 Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder Stockholders in Schedule B hereto at on the price per share pricing terms as set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________400,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the each Selling Shareholder Stockholder shall be to purchase from the such Selling Shareholder Stockholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the such Selling Shareholder Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price and other pricing terms shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters Company or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing DateFIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the UnderwritersCompany. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 309,150 Option Shares, at on the same purchase price per share to be paid for pricing terms as the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing DateSECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from the Company and the Selling Stockholders shall be the respective number of Option Shares set forth opposite the Company and the names of the Selling Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company and the Selling Shareholder Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to give receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholder agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholder, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholder in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The ---------- obligation of each Underwriter to the Company and to the Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the ---------- name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided ---------- in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. The Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If the Selling Shareholder Stockholder should die or be incapacitated, or if any other such event should occur, before the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name delivery of the certificates for the Selling Shareholder in Schedule B heretoStockholder Shares hereunder, the same proportion Selling Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in the number Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of federal the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the account of the Selling Stockholder with regard to the Shares being purchased from such Selling Stockholder (and the Company and such Selling Stockholder agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or other effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholder, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by wire transfer them by reason of such breach), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000- 3897 (or otherwise, to at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 10:00 A.M., New York time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 4:30 P.M., New York time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the Company has not made -------- ------- available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the _____ and _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholder that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderShareholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderShareholders, respectively, _________ the 1,500,000 Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder Shareholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________1,500,000 Shares, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the each Selling Shareholder shall be to purchase from the such Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the such Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 1211 of this Agreement) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the CustodianCompany. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives Underwriters at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and, subject to their election to participate (as described below), each of the Selling Shareholder Shareholders, severally and not jointly, hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of _______ 165, 000 Option Shares, Shares at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to (i) be sold by each Selling Shareholder shall be determined, subject to the limitation of a maximum of 165,000 Option Shares, in the discretion such Selling Shareholder, provided that each Selling Shareholder must deliver a written election to participate to the Underwriters within 4 hours of delivery of the notice of exercise and to the extent a Selling Shareholder does not so deliver a written election to participate such Selling Shareholder shall have no right to sell Option Shares, further provided that, if the Selling Shareholders together elect to sell more than the number of Option Shares set forth in the notice of exercise, the number of Option Shares to be sold by each Selling Shareholder shall be determined by multiplying the aggregate number of Option Shares to be purchased by the Underwriters, as set forth in the notice of exercise, by a fraction the numerator of which is the number of Option Shares set forth in such Selling Shareholder's written election to participate and the denominator of which is the aggregate number of Option Shares set forth in all of the Selling Shareholders' written elections to participate (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make), (ii) be sold by the Company shall be determined by subtracting the aggregate number of Option Shares to be sold by the Selling Shareholders as described in clause (i) from 165,000 and (iii) be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, at a purchase price of $[_________ Firm Shares from the Company and ] per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of federal the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or other effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by wire transfer them by reason of such breach), at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP, 0000 Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 (or otherwiseat such other place as may be agreed upon among the Representatives and the Company, to at 7:00 A.M., San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Custodian. Such Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "First Closing Date.;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at a public offering price of $[_____] per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised last paragraph on the front cover page (insofar as such information relates to the Underwriters), and under the seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ___at a purchase price of $______ Firm Shares from the Company and per share, the respective number of Firm Company Shares and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to ---------- each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth ---------- opposite the name of such Underwriter in Schedule A hereto bears (subject to ---------- adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer of Federal funds to the account specified by the Company with regard to the Shares being purchased from the Company, and to the account specified by an Attorney for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders, at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, High Street Tower, 22nd Floor, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000, (or otherwiseat such other place as may be agreed upon among the Representatives, to the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that the Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives, the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the Company has not made -------- ------- available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery at a public offering price of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.$______ per

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, severally and not jointly, Stockholders agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, at a purchase price of $[_________ Firm Shares from the Company and ] per share, the respective number of Firm Company Shares and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement and Power of each Underwriter Attorney. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Custody Agreement and Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement and Power of Attorney. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement and Power of Attorney, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer is same day funds, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders, at the offices of Xxxxxx Godward LLP, Five Palo Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 (or otherwiseat such other place as may be agreed upon among the Representatives, to the Company and the Custodian. Such Selling Stockholders), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives, the Company and the Selling Stockholders may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a secondary public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at a secondary public offering price of $[_____] per share. After the secondary public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised last paragraph on the Company front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2, concerning stabilization and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of passive market-making by the Underwriters, may make payment and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Shares Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be purchased by any Underwriter whose funds shall stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company and the each Selling ShareholderShareholder agrees, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Shareholder, respectively, __at a price of $_______ Firm Shares from per share, the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter (to the Company shall be adjusted by you to purchase from the Company that number of full shares which (as nearly as practicable, as eliminate fractional shares) determined by you) bears to ______________, multiplying the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total aggregate number of Firm Shares to be purchased sold by all Underwriters under this Agreement. The obligation the Company and each of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicableShareholders, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder their respective names in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite its the name of such Underwriter in Schedule A hereto and the denominator of which is the total aggregate number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for be purchased by all the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised Underwriters from the Company and the Selling Shareholder that each Underwriter has authorized you Shareholders hereunder. In addition, on the basis of the representations, warranties and covenants herein contained and subject to accept delivery of its Sharesthe terms and conditions herein set forth, the Selling Shareholders, as and to the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, to make payment the several Underwriters an option to purchase at their election up to an aggregate of 562,500 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and to receipt therefor. Youat any time upon written notice given within 30 days after the date of this Agreement, individually and not by you, as the Representatives of the several Underwriters, may make payment to the Company, the Attorneys-in-Fact and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. [Any such election to purchase Option Shares shall be made as set forth in Schedule B hereto.] If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Certificates in definitive form for the Shares to be purchased by any each Underwriter whose funds hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxorporated may request upon at least forty-eight hours' prior notice to the Company, shall not have been received be delivered by or on behalf of the Company and the Selling Shareholders to you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such UnderwriterUnderwriter at such time and place as shall hereafter be designated by the Representatives, but any such against payment shall not relieve such Underwriter from any obligation hereunder.by

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.drawn

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, _________ 4,000,000 Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________4,000,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the each Selling Shareholder Stockholder shall be to purchase from the such Selling Shareholder Stockholder the number of full shares which (as nearly as practicable, as determined by you) bears to that the number of Firm Shares set forth opposite the name of the such Selling Shareholder Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 10:00 A.M., Chicago New York Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters Company or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by themthe Company and for the benefit of the Selling Stockholders, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, funds by wire transfer or otherwise, to an account of the Company and the CustodianCustodian given to the Underwriters not more than 48 hours prior thereto. Such time of delivery and payment is herein referred to as the "First Closing DateFIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago New York Time, on the second business day preceding the First Closing Date, and will be made available in New York City at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago New York Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 675,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents Agent setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing DateSECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from the Company and each Selling Stockholder is set forth in Schedule B hereto. The maximum number of Option Shares that may be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company and the Selling Shareholder Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging in New York City at 10:00 A.M., Chicago New York Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you to accept delivery of its Shares, Shares and to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Firm Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of each Underwriter to certificates in negotiable form for the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which Stockholder Shares (as nearly as practicable, as determined by youor certificates representing securities convertible into such Shares) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder have been placed in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters custody (for delivery under this Agreement) under the Custody Agreement. The initial public offering price Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the purchase price obligations of such Selling Stockholder hereunder shall not be set forth terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Pricing Custody Agreement. At 9:00 A.M.If any Selling Stockholder should die or be incapacitated, Chicago Timeor if any other such event should occur, on before the fourth business day, if permitted under Rule 15c6-1 under delivery of the Exchange Act, (or certificates for the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430ASelling Stockholder Shares hereunder, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Selling Stockholder Shares to be sold by themsuch Selling Stockholder shall, respectivelyexcept as specifically provided herein or in the Custody Agreement, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to accordance with the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares this Agreement as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.if

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholder agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholder, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholder in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to the Selling Stockholder shall be to purchase from the Company or the Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or the Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of each Underwriter to certificates in negotiable form for the Selling Shareholder shall be to purchase from Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. The Selling Stockholder agrees that the certificates for the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Stockholder Shares set forth opposite the name of the Selling Shareholder Stockholder so held in Schedule B heretocustody are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody, including the Power of Attorney, is to that extent irrevocable and that the obligations of the Selling Stockholder hereunder shall not be terminated by the act of the Selling Stockholder or by operation of law, whether by the dissolution or liquidation of the Selling Stockholder or other such event, except as specifically provided herein or in the Custody Agreement. If any event should occur before the delivery of the certificates for the Selling Stockholder Shares hereunder, the same proportion Selling Stockholder Shares to be sold by the Selling Stockholder shall, except as specifically provided herein or in the number Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of Shares set forth opposite this Agreement as if such event had not occurred, regardless of whether the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer or otherwiseof same day funds, to the account designated by the Company with regard to the Shares being purchased from the Company, and to the account designated by the Custodian for the account of the Selling Stockholder with regard to the Shares being purchased from the Selling Stockholder, at the offices of Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 (or at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys as defined in the Custody Agreement), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives, the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date." "; PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Timefront cover page, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the second, sixth, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholder that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery the several Underwriters by wire transfer or certified or official bank check or checks drawn in same-day funds, at the option of federal the Company, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or other effect of receiving immediately available funds, by wire transfer or otherwise, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Cooley Godward LLP, One Maritime Plaza, 30th Floor, San Francisco, Calxxxxxxa 94111 (or at xxxx xxxxx xxxxx xx xxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxatives and the Custodian. Such Company), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment for Underwriters, and delivery in the first, second, third and last two paragraphs and third sentence of the Option Shares shall be fifth paragraph under the same as for the Firm Shares as specified caption "Underwriting" in any Preliminary Prospectus and in the preceding paragraph. You have advised Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares that is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer of Federal (same-day) funds, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders, at the offices of Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or otherwiseat such other place as may be agreed upon among the Representatives, to the Company and the Custodian. Such Attorneys), at 7 A.M., San Francisco time of delivery (a) on the third full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven full business days following the first day that Shares are traded as the Representatives, the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10), such time and date of payment and delivery being herein called the "First Closing Date." "; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d), the Representatives may, in their sole discretion, postpone the Closing Date until no later than two full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at an initial public offering price of $____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised second, sixth and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling ShareholderStockholders agrees, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation Delivery of each Underwriter to definitive certificates for the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of federal the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or other effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by wire transfer or otherwisethem by reason of such breach), to at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000 (xx at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives, the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares and, if applicable, the Option Shares, at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the first, second, sixth and seventh paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling ShareholderStockholders, severally and not jointly, agree agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, _________ 15,000 Firm Shares from in the case of the Company and the respective number of Firm Shares set forth opposite the names name of the each Selling Shareholder Stockholder in Schedule B hereto in the case of the Selling Stockholders at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to ______________15,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to each of the Selling Shareholder Stockholders shall be to purchase from the such Selling Shareholder the Stockholder that number of full shares which (as nearly as practicable, as determined by you) bears to that the number of Firm Shares set forth opposite the name of the such Selling Shareholder Stockholder in Schedule B hereto, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company, the Company and the Custodian Selling Stockholders will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the CustodianSelling Stockholders. Such time of delivery and payment is herein referred to as the "“First Closing Date." ” The certificates for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian Selling Stockholders prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder Stockholders designated on Exhibit B hereby grants an option grant, severally and not jointly, options to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 421,295 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option options granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company and the Agents Selling Stockholders setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates shares will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. If all of the Option Shares are purchased, the number of Option Shares to be purchased from each Selling Stockholder is set forth in Schedule B hereto. If less than all of the Option Shares are purchased, the number of Option Shares to be purchased from each of the Selling Stockholders shall be reduced from such maximum number on a pro rata basis (as nearly as practicable, as determined by you). The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise Stockholders by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representatives Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderShareholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderShareholders, respectively, _________ 1,700,000 Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder Shareholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________1,700,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the each Selling Shareholder shall be to purchase from the such Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the such Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of Xxxxxxxxx & Xxxxxxxxx, L.L.P., counsel for the Underwriters Underwriters, South Tower Pennzoil Place, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and certain of the Selling Shareholder Shareholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 375,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments over- allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from the Company and each such Selling Shareholder are set forth in Schedule B hereto. If less than all Option Shares are to be purchased, the number of Option Shares to be purchased from the Company and each Selling Shareholder will be reduced pro rata. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company and the Selling Shareholder Shareholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Shareholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares and the Option Shares to be sold by the Selling Stockholders have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares and the Option Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder Stockholder Shares and the number of full shares which (as nearly as practicableOption Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares and the Option Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer or otherwiseby certified or official bank check or checks drawn in same-day funds, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders, at the offices of Xxxxxx & Xxxxxx (or at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" provided, however, that if the Company has not made -------- ------- available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and in the table included within the first paragraph and the second, sixth and seventh paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the -------------------------------------- representations, warranties warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, acting severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, acting severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ___at a purchase price of $______ Firm Shares from the Company and per share, the respective number of Firm Company Shares and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement and Power of each Underwriter Attorney. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the power of attorney included in the Custody Agreement and Power of Attorney, are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement and Power of Attorney. If any Selling Stockholder should die or become incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement and Power of Attorney, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer or otherwise, of immediately available funds to the Company with respect to the Company Shares, and to the CustodianAttorneys for the respective accounts of the Selling Stockholders with respect to the Selling Stockholder Shares being purchased from such Selling Stockholders. Such time of delivery and payment is herein referred to shall take place at the Chicago office of Winston & Xxxxxx (or at such other place as may be agreed upon among the Representatives, the Company, and the Attorneys) at 9:00 A.M. (Chicago time) on the third (3rd) full business day following the date of this Agreement or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives, the Company, and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date." "; provided, however, that if the Company has not made available to the -------- ------- Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose payment or payments shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at an initial public offering price of $____________ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised last paragraph on the front cover page and under the caption "Underwriting" (insofar as such information relates to the Underwriters) in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus, the Registration Statement, or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, severally and not jointly, agree agrees to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling ShareholderCompany, respectively, at a purchase price of $[_________ Firm Shares from the Company and ] per share, the respective number numbers of Firm Shares set forth opposite the names of the Selling Shareholder Underwriters in Schedule B hereto A hereto. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share set forth in to be paid for the Pricing AgreementFirm Shares. The obligation Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the Company total of Firm Shares (subject to adjustment to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the Company that number extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. The time and date of full shares which (as nearly as practicabledelivery and payment shall be, as determined by you) bears with respect to the Firm Shares, 10:00 a.m., New York time, on [______________], the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [_______ Option _] or such other time and date as the Representatives and the Company may agree upon in writing, and with respect to the Optional Shares, at [_________] a.m., New York time, on the same date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase price per share to be paid for the Firm such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. The time and date for use solely in covering any overallotments made by the Underwriters in the sale and distribution delivery of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after Shares is herein called the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the “First Closing Date)”. Each time for the delivery of and payment for the Optional Shares, being herein referred to as the "Second “Optional Closing Date," shall ”, which may be determined by you, but if at any time other than the First Closing Date, shall be determined by the Representatives but shall be not be earlier than three nor later than 10 five full business days after delivery of such written notice of exerciseelection to purchase Optional Shares is given. Each such date for delivery is herein called a “Closing Date”. The number of Option Shares to be purchased by each Underwriter on the applicable Closing Date, shall be determined by multiplying registered in such names as the number of Option Shares Representatives may request upon at least forty-eight hours’ prior notice to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives shall be delivered by or on behalf of the UnderwritersCompany to the Representatives, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by through the First Closing Date or facilities of the Second Closing Date, as the case may beDepository Trust Company (“DTC”), for the account of such Underwriter, but any such against payment shall not relieve by or on behalf of such Underwriter from any obligation hereunderof the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the applicable Closing Date with respect thereto at the office of DTC or its designated custodian.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoU.S. Underwriters, and the Underwriters agreeeach U.S. Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, at a purchase price of [$_________ Firm Shares from the Company and ] per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each U.S. Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such U.S. Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney, are to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the U.S. Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several U.S. Underwriters by wire transfer or otherwisecertified or official bank check in same-day funds as elected by the Company, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders at the offices of Pillsbury Madison & Sutro LLP, 000 Xxxxxxxxxx Xxxxxx, San Francisco, CA 94104 (or at such other place as may be agreed upon among the Representatives, the Company and the Custodian. Such Selling Stockholders), at 7:00 A.M., San Francisco time on the third (or, if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) of delivery and payment is herein referred to the Securities Exchange Act of 1934, as amended (the "First Exchange Act") after 4:30 p.m. Washington D.C. time, the fourth) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or at such other location including, without limitation, in New York City, as you may reasonably request for checking at least one full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Firm Shares Representatives so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In additionelect, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall may be made by credit through full fast transfer to the same as for accounts at Depository Trust Company designated by the Firm Shares as specified in the preceding paragraphRepresentatives. You have advised the Company and the Selling Shareholder It is understood that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. Youyou, individually and not as the Representatives of the several U.S. Underwriters, may (but shall not be obligated to) make payment for of the purchase price on behalf of any Shares to be purchased by any U.S. Underwriter or U.S. Underwriters whose funds check or checks shall not have been received by you by prior to the First Closing Date or the Second Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any U.S. Underwriter or U.S. Underwriters. Any such payment by you shall not relieve any such U.S. Underwriter from or U.S. Underwriters of any obligation of its or their obligations hereunder. After the Registration Statement becomes effective, the several U.S. Underwriters intend to offer the Firm Shares to the public as set forth in the Prospectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the U.S. Underwriters), the legend appearing on the inside front cover page and all information set forth under "Underwriting" in any Preliminary Prospectus and in the Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the U.S. Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective U.S. Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein are true and correct and do not fail to state any material fact required to be stated therein in order to make such statements in light of the circumstances in which made not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, and the Selling ShareholderStockholders, respectively, _________ 2,500,000 Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to ______________2,500,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the each Selling Shareholder Stockholder shall be to purchase from the such Selling Shareholder Stockholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the such Selling Shareholder Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the The Company and the Custodian will deliver to you certificates for the Firm Shares at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for against receipt of a wire transfer reference number issued by the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against Federal Reserve System evidencing payment of the purchase price therefor therefore by delivery the several Underwriters by wire transfer of federal or other immediately available funds, to the respective accounts specified in writing by wire transfer or otherwise, to the Company and the Custodian. Such , at or before 11:00 A.M., Chicago Time, (a) on the third business day after the effective date of this Agreement, (b) if this Agreement is executed and delivered and becomes effective after 3:30 P.M., Chicago Time, the fourth business day after the effective date of this Agreement, or (c) at such other time on such other day, not later than ten business days after the effective date of delivery this Agreement, as shall be agreed upon by the Representatives and payment is herein referred to as the Company (the "First Closing Date." The "). Such certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Xxxxxxxx-Xxxxx Specialty Retail Group III, L.P., the Selling Shareholder Xxxxxxx X. Xxxxxxx Revocable Trust, as amended and the Xxxxxx Xxxxxx Xxxxxxx Revocable Trust, as amended hereby grants jointly and severally grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ 750,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents such Selling Stockholders setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the each such Selling Shareholder Stockholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company and the each Selling ShareholderShareholder agrees, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Shareholder, respectively, _________ Firm Shares from the Company and the respective number at a price of Firm Shares set forth opposite the names of the Selling Shareholder in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to $_______________ per share, the same proportion as the number of Firm Shares set forth opposite (to be adjusted by you to eliminate fractional shares) determined by multiplying the name of such Underwriter in Schedule A hereto bears to the total aggregate number of Firm Shares to be purchased sold by all Underwriters under this Agreement. The obligation the Company and each of each Underwriter to the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which (as nearly as practicableShareholders, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder their respective names in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite its the name of such Underwriter in Schedule A hereto and the denominator of which is the total aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Shareholders hereunder. In addition, on the basis of the representations, warranties and covenants contained herein and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase at the Underwriters' election up to 502,500 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to such adjustments adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any fractional share purchases event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least 48 hours' prior notice to the Company, shall be delivered by or on behalf of the Company or the Selling Shareholders, as applicable, to you for the account of such Underwriter at such time and place as shall hereafter be designated by the Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal or other funds immediately available in Minneapolis, Minnesota. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 8:30 a.m. Minneapolis, Minnesota time, at the offices of Steptoe & Johnxxx XXX, 40 N. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, xx _________, 2000, or such other time and date as you and the Company may agree upon in your absolute discretion may make). Certificates for writing, such time and date being herein referred to as the "Closing Date," and, with respect to the Option Shares Shares, at the time and on the date specified by you in the written notice given by you of the Underwriters' election to purchase the Option Shares, or such other time and date as you and the Company may agree upon in writing, such time and date being referred to herein as the "Option Closing Date." Such certificates will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on least 24 hours prior to the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderat a location as may be designated by you.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderHavant, agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderHavant, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Selling Shareholder Company and Havant in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and Havant shall be to purchase from the Company or Havant that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or Havant in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation of each Underwriter to certificates in negotiable form for the Selling Shareholder shall be to purchase from the Selling Shareholder the number of full shares which Stockholder Shares have been placed in custody (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters for delivery under this Agreement) under the Custodian Agreement and Power of Attorney. The initial public offering price Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Custodian Agreement and Power of Attorney is to that extent irrevocable and that the purchase price obligations of such Selling Stockholder hereunder shall not be set forth terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Pricing AgreementCustodian Agreement and Power of Attorney. At 9:00 A.M.If any Selling Stockholder should die or be incapacitated, Chicago Timeor if any other such event should occur, on before the fourth business day, if permitted under Rule 15c6-1 under delivery of the Exchange Act, (or certificates for the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430ASelling Stockholder Shares hereunder, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Selling Stockholder Shares to be sold by themsuch Selling Stockholder shall, respectivelyexcept as specifically provided herein or in the Custodian Agreement and Power of Attorney, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to accordance with the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares this Agreement as to which the Underwriters are exercising the option, the names and denominations in which the certificates for if such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Datedeath," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Shareholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders, respectively, in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form or properly executed option exercise forms for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates or executed option exercise forms for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of federal the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or other effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by wire transfer them by reason of such breach), at the offices of Xxxxxxx & XxXxxxxx, Los Angeles, California (or otherwiseat such other place as may be agreed upon among the Representatives and the Company), to at 7:00 A.M., San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Custodian. Such Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "First Closing Date.;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised second and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling ShareholderStockholders agree, severally and not jointly, agree to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling ShareholderStockholders, respectively, ____at a purchase price of $_____ Firm Shares from the Company and per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Shareholder Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreementhereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full shares Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) bears to ______________, is in the same proportion as to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The obligation certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of each Underwriter such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be to purchase from terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder the number of full shares which (as nearly as practicableStockholder Shares hereunder, as determined by you) bears to that number of Firm Shares set forth opposite the name of the Selling Shareholder Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in Schedule B heretothe Custody Agreement, be delivered by the same proportion Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the number of Shares set forth opposite the name Custodian shall have received notice of such Underwriter in Schedule A hereto bears to death or other event. Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, made against payment of the purchase price therefor by delivery the several Underwriters by wire transfer of federal or other immediately available funds, to an account specified in writing by wire transfer the Company with regard to the Shares being purchased from the Company at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 (or otherwise, to at such other place as may be agreed upon among the Representatives and the Company and the Custodian. Such Attorneys), at 7:00 A.M., San Francisco time of delivery (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and payment delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is herein referred to executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date.;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose payment shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by Closing Date for the Selling Shareholder pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth opposite its name in Schedule A and the denominator of which is last paragraph on the total number of Firm Shares front cover page (subject insofar as such information relates to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may makethe Underwriters). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the business day preceding inside front cover concerning stabilization and over-allotment by the Second Closing Date. The manner of payment Underwriters, and under the first (including the table below such paragraph), second, sixth, seventh, and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and delivery you, on behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company and the Selling Shareholder Stockholders that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representatives light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.