Common use of PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES Clause in Contracts

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer and the Selling Shareholders agree to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 11 hereof. The number of Firm Securities to be purchased by each Underwriter from each Selling Shareholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by each Selling Shareholder as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder, adjusted by you in such manner as to avoid fractional shares. The obligations of the Issuer and of each of the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholders have been placed, or with respect to the Option Shares will be placed on or before the Closing Date, in custody with Registrar and Transfer Company as custodian (the “Custodian”) pursuant to the Custody Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) executed by each Selling Shareholder for delivery of all Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares represented by the certificates held, or with respect to the Option Shares to be held, in custody for the Selling Shareholders under the Custody Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Issuer, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement and Power of Attorney. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Securities to be sold hereunder is to be made in federal (same day) funds to an account designated by the Issuer for the Firm Securities to be sold by it and to an account designated by the Custodian for the Firm Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the DTC at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree upon (such time and date being herein referred to as the “Closing Date”). As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer and the Selling Shareholders hereby grant an option to the several Underwriters to purchase the Over-Allotment Securities at the price per share as set forth in paragraph (a) of this Section 3, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Over-Allotment Securities. The option granted hereby may be exercised in whole or in part by giving written notice within 30 days after the date of this Agreement, by you, as the Representatives of the several Underwriters, to the Issuer setting forth the number of Over-Allotment Securities as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in full, the Issuer will sell 35% and the Selling Shareholders will sell 65% of the Over-Allotment Securities to be purchased by the Underwriters, with each Selling Shareholder selling the number of Over-Allotment Securities set forth for such Selling Shareholder in Schedules II and III. If the option granted hereby is exercised only in part, the respective numbers of Over-Allotment Securities to be sold by the Issuer and each of the Selling Shareholders shall be in the same proportion to the respective numbers of Over-Allotment Securities that would be sold by each of them if the option granted hereby is exercised in full, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Over-Allotment Securities are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Over-Allotment Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Over-Allotment Closing Date. The number of Over-Allotment Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Over-Allotment Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Over-Allotment Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Issuer. To the extent, if any, that the option is exercised, payment for the Over-Allotment Securities shall be made on the Over-Allotment Closing Date in federal (same day) funds to an account designated by the Issuer for the Over-Allotment Securities to be sold by it and to an account designated by the Custodian for the Over-Allotment Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of DTC.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer Partnership and each of the Selling Shareholders agree Unitholders agrees to sell sell, severally and not jointly, to the Underwriters and each Underwriter agrees, severally and not jointly, to purchasepurchase from the Partnership and the Selling Unitholders, at a price of $ per sharecommon unit, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments adjustments, if any, in accordance with Section 11 hereof. The number of Firm Securities Selling Unitholder Units to be purchased by each Underwriter from each Selling Shareholder Unitholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities Selling Unitholder Units being sold by each Selling Shareholder Unitholder as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder, adjusted by you in such manner as to avoid fractional shares. The obligations of the Issuer and of each of the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder Payment by the Selling Shareholders have been placed, or with respect to several Underwriters through the Option Shares will be placed on or before the Closing Date, in custody with Registrar and Transfer Company as custodian (the “Custodian”) pursuant to the Custody Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) executed by each Selling Shareholder for delivery of all Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares represented by the certificates held, or with respect to the Option Shares to be held, in custody for the Selling Shareholders under the Custody Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Issuer, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement and Power of Attorney. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment Representatives for the Firm Securities to be sold hereunder is to be made to or upon the order of the Partnership and each of the Selling Unitholders by wire transfer payable in federal (same day) same-day funds to an account designated accounts specified by the Issuer for Partnership and the Firm Securities to be sold by it and to an account designated by the Custodian for the Firm Securities to be sold by each of the Selling Shareholders, in each case Unitholders against delivery of certificates Firm Securities therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the DTC at 10:00 a.m., New York City time, on the third business day after the date of this Agreement , 2012, or at such other time and on such later date not later more than five three business days thereafter as you and the Issuer Partnership shall agree upon (which date and time may be postponed by agreement between the Representatives and the Partnership or as provided in Section 11 hereof), such time and date being herein referred to as the “Closing Date”). .” As used herein, “business day” means a day on which the New York Stock Exchange NASDAQ Global Market (“NASDAQ”) is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer and the Selling Shareholders hereby grant an option to the several Underwriters to purchase the Over-Allotment Securities at the price per share as set forth in paragraph (a) of this Section 3, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Over-Allotment Securities. The option granted hereby may be exercised in whole or in part by giving written notice within 30 days after the date of this Agreement, by you, as the Representatives of the several Underwriters, to the Issuer setting forth the number of Over-Allotment Securities as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in full, the Issuer will sell 35% and the Selling Shareholders will sell 65% of the Over-Allotment Securities to be purchased by the Underwriters, with each Selling Shareholder selling the number of Over-Allotment Securities set forth for such Selling Shareholder in Schedules II and III. If the option granted hereby is exercised only in part, the respective numbers of Over-Allotment Securities to be sold by the Issuer and each of the Selling Shareholders shall be in the same proportion to the respective numbers of Over-Allotment Securities that would be sold by each of them if the option granted hereby is exercised in full, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Over-Allotment Securities are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Over-Allotment Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Over-Allotment Closing Date. The number of Over-Allotment Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Over-Allotment Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Over-Allotment Securities granted hereunder may be exercised only to cover over-allotments in the sale Delivery of the Firm Securities by the Underwriters. You, as the Representatives of the several Underwriters, may cancel such option at any time prior is to its expiration by giving written notice of such cancellation to the Issuer. To the extent, if any, that the option is exercised, payment for the Over-Allotment Securities shall be made on the Over-Allotment Closing Date in federal (same day) funds to an account designated by the Issuer for the Over-Allotment Securities to be sold by it and to an account designated by the Custodian for the Over-Allotment Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of DTCthe Depository Trust Company, New York, New York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer and the Selling Shareholders agree agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ $9.69 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 11 9 hereof. The number of Firm Securities to be purchased by each Underwriter from each Selling Shareholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by each Selling Shareholder as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder, adjusted by you in such manner as to avoid fractional shares. The obligations of the Issuer and of each of the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholders have been placed, or with respect to the Option Shares will be placed on or before the Closing Date, in custody with Registrar and Transfer Company as custodian (the “Custodian”) pursuant to the Custody Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) executed by each Selling Shareholder for delivery of all Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares represented by the certificates held, or with respect to the Option Shares to be held, in custody for the Selling Shareholders under the Custody Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Issuer, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement and Power of Attorney. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Securities to be sold hereunder is to be made in federal (same day) by wire transfer of immediately available funds to an account designated by the order of the Issuer for against delivery of the Firm Securities to be sold by it and to an account designated by the Custodian for the Firm Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor book-entry form to the Representatives Representative through the facilities of The Depository Trust Company, New York, New York for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the DTC at 10:00 or prior to 9:00 a.m., New York timeCentral Standard Time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you the Representative and the Issuer shall agree upon (upon, such time and date being herein referred to as the “Closing Date”). .” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. Electronic transfer of the Firm Securities shall be made to the Representative at the time of delivery in such names and in such denominations as the Representative shall specify to the Issuer. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Firm Securities shall be made at the offices of RBC, at or prior to 9:00 a.m., Central Standard Time, on the Closing Date. (dc) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer and the Selling Shareholders hereby grant grants an option to the several Underwriters to purchase the Over-Allotment Option Securities at the price per share as set forth in the first paragraph (a) of this Section 3, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Over-Allotment SecuritiesSection. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representatives of the several Underwriters, Representative to the Issuer setting forth the number of Over-Allotment Option Securities as to which the several Underwriters are exercising the option option, the names and denominations in which the Option Securities are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in full, the Issuer will sell 35% and the Selling Shareholders will sell 65% of the Over-Allotment Securities to be purchased by the Underwriters, with each Selling Shareholder selling the number of Over-Allotment Securities set forth for such Selling Shareholder in Schedules II and III. If the option granted hereby is exercised only in part, the respective numbers of Over-Allotment Securities to be sold by the Issuer and each of the Selling Shareholders shall be in the same proportion to the respective numbers of Over-Allotment Securities that would be sold by each of them if the option granted hereby is exercised in full, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Over-Allotment Option Securities are to be delivered shall be determined by the Representatives Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Over-Allotment Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Over-Allotment Option Closing Date. The number of Over-Allotment Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Over-Allotment Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you the Representative in such manner as to avoid fractional shares. The option with respect to the Over-Allotment Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representatives of the several Underwriters, The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Issuer. To the extent, if any, that the option is exercised, payment for and delivery of the Over-Allotment Option Securities and delivery of the documents described in Section 6 hereof shall be made on in the Over-Allotment Closing Date same manner as in federal (same day) funds to an account designated by the Issuer for the Over-Allotment Securities to be sold by it and to an account designated by the Custodian for the Over-Allotment Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of DTCFirm Securities.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer and each of the Selling Shareholders Stockholders agree to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 11 hereof. The number of Firm Securities to be purchased by each Underwriter from each Selling Shareholder seller shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by each Selling Shareholder seller as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder, adjusted by you in such manner as to avoid fractional shares. The obligations of the Issuer and of each of the Selling Shareholders Stockholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholders Stockholders have been placed, or with respect to the Option Shares will be placed on or before the Closing Date, in custody with Registrar and U.S. Stock Transfer Company Corporation as custodian (the “Custodian”) pursuant to the Custody Custodian Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) executed by each Selling Shareholder Stockholder for delivery of all Shares Firm Securities and any Option Securities to be sold hereunder by the Selling ShareholdersStockholders. Each of the Selling Shareholders Stockholders specifically agrees that the Shares Firm Securities and any Option Securities represented by the certificates held, or with respect to the Option Shares to be held, held in custody for the Selling Shareholders Stockholders under the Custody Custodian Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders Stockholders hereunder shall not be terminable by any act or deed of the Selling Shareholders Stockholders (or by any other person, firm or corporation including the Issuer, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder Stockholder or the dissolution of a corporate Selling ShareholderStockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement and Power of AttorneyCustodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities or the Option Securities hereunder, certificates for the Shares Firm Securities or the Option Securities, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Securities to be sold hereunder is to be made in federal by wire transfer of Federal (same day) funds to an account designated by the Issuer for the Firm Securities shares to be sold by it and to an account designated by the Custodian for the Firm Securities shares to be sold by the Selling ShareholdersStockholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the DTC Depository Trust Issuer, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree upon (upon, such time and date being herein referred to as the “Closing Date”). .” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer and the Selling Shareholders Stockholders hereby grant an option to the several Underwriters to purchase the Over-Allotment Option Securities at the price per share as set forth in the first paragraph (a) of this Section 3, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Over-Allotment SecuritiesSection. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representatives of the several Underwriters, to the Issuer Issuer, the Attorney-in-Fact and the Custodian setting forth the number of Over-Allotment Option Securities as to which the several Underwriters are exercising the option option, the names and denominations in which the Option Securities are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in full, the Issuer will sell 35% and the Selling Shareholders will sell 65% of the Over-Allotment Securities to be purchased by the Underwriters, with each Selling Shareholder selling the number of Over-Allotment Securities set forth for such Selling Shareholder in Schedules II and III. If the option granted hereby is exercised only in part, the respective numbers number of Over-Allotment Option Securities to be sold by the Issuer and each of the Selling Shareholders Stockholders shall be in the same proportion to the respective numbers total number of Over-Allotment Option Securities that would be being sold as the number of Firm Securities being sold by each of them if the option granted hereby is exercised in fullSelling Stockholders bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Over-Allotment Option Securities are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Over-Allotment Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Over-Allotment Option Closing Date. The number of Over-Allotment Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Over-Allotment Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Over-Allotment Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the IssuerIssuer and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Over-Allotment Option Securities shall be made on the Over-Allotment Option Closing Date in federal Federal (same dayday funds) funds to an account designated by the Issuer for the Over-Allotment Securities to be sold by it and to an account designated by the Custodian for the Over-Allotment Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of DTCthe Depository Trust Issuer in New York, New York drawn to the order of “U.S. Stock Transfer Corporation as Custodian”.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer and the Selling Shareholders agree Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per share96.75% of the principal amount thereof (the "Purchase Price"), the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 11 9 hereof. The number of Firm Securities to be purchased by each Underwriter from each Selling Shareholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by each Selling Shareholder as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder, adjusted by you in such manner as to avoid fractional shares. The obligations of the Issuer and of each of the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholders have been placed, or with respect to the Option Shares will be placed on or before the Closing Date, in custody with Registrar and Transfer Company as custodian (the “Custodian”) pursuant to the Custody Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) executed by each Selling Shareholder for delivery of all Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares represented by the certificates held, or with respect to the Option Shares to be held, in custody for the Selling Shareholders under the Custody Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Issuer, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement and Power of Attorney. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Securities to be sold hereunder is to be made in federal (same day) funds to an account designated by the Issuer for the Firm Securities to be sold by it and to an account designated by the Custodian for the Firm Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the DTC at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree upon (such time and date being herein referred to as the “Closing Date”). As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer and the Selling Shareholders Company hereby grant grants an option to the several Underwriters to purchase the Over-Allotment Optional Securities at the price per share as Purchase Price set forth in paragraph (a) of this Section 3, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Over-Allotment Securities2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Firm Securities Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representatives Representative of the several Underwriters, to the Issuer Company setting forth the number of Over-Allotment Optional Securities as to which the several Underwriters are exercising the option and the time and date at which such certificates Securities are to be delivered. If the option granted hereby is exercised in full, the Issuer will sell 35% and the Selling Shareholders will sell 65% of the Over-Allotment Securities to be purchased by the Underwriters, with each Selling Shareholder selling the number of Over-Allotment Securities set forth for such Selling Shareholder in Schedules II and III. If the option granted hereby is exercised only in part, the respective numbers of Over-Allotment Securities to be sold by the Issuer and each of the Selling Shareholders shall be in the same proportion to the respective numbers of Over-Allotment Securities that would be sold by each of them if the option granted hereby is exercised in full, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Over-Allotment Optional Securities are to be delivered shall be determined by the Representatives Representative but shall not be earlier than three nor later than 10 full business days Business Days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Over-Allotment Firm Securities Closing Date”). "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. If the date of exercise of the option is three or more days before the Firm Securities Closing Date, the notice of exercise shall set the Firm Securities Closing Date as the Over-Allotment Optional Securities Closing Date. The number of Over-Allotment Optional Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Over-Allotment Optional Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Over-Allotment Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the IssuerCompany. To the extent, if any, that the option is exercised, payment for the Over-Allotment Optional Securities shall be made on the Over-Allotment Optional Securities Closing Date in federal Federal (same dayday funds) funds to an account designated by the Issuer for the Over-Allotment Securities to be sold by it and to an account designated by the Custodian for the Over-Allotment Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of The Depository Trust Company ("DTC") in New York, New York drawn to the order of the Company.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer and the Selling Shareholders agree agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per share, purchase the number of Firm Securities set forth opposite the name of each Underwriter under the column “Number of Public Firm Securities to be Purchased” in Schedule I hereofhereof at a purchase price of $11.16 per share, subject to adjustments in accordance with Section 11 9 hereof. The number ; provided, however, that the Underwriters agree to purchase from the Issuer 333,333 shares of Firm Securities to be purchased by each Underwriter from each Selling Shareholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by each Selling Shareholder as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunderto funds affiliated with the Issuer’s largest shareholder, adjusted by you in such manner as to avoid fractional shares. The obligations TVM Capital Life Science, at a purchase price per share of the Issuer and of each of the Selling Shareholders shall be several and not joint$11.58. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholders have been placed, or with respect to the Option Shares will be placed on or before the Closing Date, in custody with Registrar and Transfer Company as custodian (the “Custodian”) pursuant to the Custody Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) executed by each Selling Shareholder for delivery of all Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares represented by the certificates held, or with respect to the Option Shares to be held, in custody for the Selling Shareholders under the Custody Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Issuer, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement and Power of Attorney. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Securities to be sold hereunder is to be made in immediately available funds by federal funds wire transfer (same day) funds to an account designated by the Issuer for the Firm Securities to be sold by it and to an account designated by the Custodian for the Firm Securities to be sold by the Selling Shareholders, in each case against delivery of certificates Firm Securities therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the DTC Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree upon (upon, such time and date being herein referred to as the “Closing Date”). .” As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (dc) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer and the Selling Shareholders hereby grant grants an option to the several Underwriters to purchase the Over-Allotment Option Securities at the price per share as set forth in the first paragraph (a) of this Section 3, less an amount per share equal to any dividends dividend or distributions distribution declared by the Issuer during the Option Term and payable on the Firm Securities but not payable on the Over-Allotment Option Securities. The option granted hereby may be exercised in whole or in part by giving written notice part, once or on multiple occasions, within 30 days after the date of this Agreement, Agreement (the “Option Term”) by you, as written notice from the Representatives Representative of the several Underwriters, to the Issuer setting forth the number of Over-Allotment Option Securities as to which the several Underwriters are exercising the option option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such certificates Option Securities are to be delivered. If the option granted hereby is exercised in full, the Issuer will sell 35% and the Selling Shareholders will sell 65% of the Over-Allotment Securities to be purchased by the Underwriters, with each Selling Shareholder selling the number of Over-Allotment Securities set forth for such Selling Shareholder in Schedules II and III. If the option granted hereby is exercised only in part, the respective numbers of Over-Allotment Securities to be sold by the Issuer and each of the Selling Shareholders shall be in the same proportion to the respective numbers of Over-Allotment Securities that would be sold by each of them if the option granted hereby is exercised in full, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Over-Allotment such Option Securities are to be delivered shall be determined by the Representatives Representative but shall not be earlier than three nor later than 10 ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Over-Allotment Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Over-Allotment Option Closing Date. The number of Over-Allotment Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Over-Allotment Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Over-Allotment Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Issuer. To the extent, if any, that the option is exercised, payment for the Over-Allotment Option Securities shall be made on the Over-Allotment an Option Closing Date in immediately available funds by federal funds wire transfer (same dayday funds) funds to an account designated by the Issuer for the Over-Allotment Securities to be sold by it and to an account designated by the Custodian for the Over-Allotment Securities to be sold by the Selling Shareholdersin New York, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of DTCNew York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer and the Selling Shareholders agree to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, purchase from the Issuer and the Selling Shareholders listed on Schedule II at a price of $ $11.19 per share, and from the Selling Shareholders listed on Schedule III at a price of $12.00 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 11 hereof. The number of Firm Securities to be purchased by each Underwriter from each Selling Shareholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by each Selling Shareholder as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder, adjusted by you in such manner as to avoid fractional shares. The obligations of the Issuer and of each of the Selling Shareholders shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholders have been placed, or with respect to the Option Shares will be placed on or before the Closing Date, in custody with Registrar and Transfer Company as custodian (the “Custodian”) pursuant to the Custody Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) executed by each Selling Shareholder for delivery of all Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares represented by the certificates held, or with respect to the Option Shares to be held, in custody for the Selling Shareholders under the Custody Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Issuer, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement and Power of Attorney. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Securities to be sold hereunder is to be made in federal (same day) funds to an account designated by the Issuer for the Firm Securities to be sold by it and to an account designated by the Custodian for the Firm Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the DTC at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree upon (such time and date being herein referred to as the “Closing Date”). As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer and the Selling Shareholders hereby grant an option to the several Underwriters to purchase the Over-Allotment Securities at the price per share as set forth in paragraph (a) of this Section 3, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Over-Allotment Securities. The option granted hereby may be exercised in whole or in part by giving written notice within 30 days after the date of this Agreement, by you, as the Representatives of the several Underwriters, to the Issuer setting forth the number of Over-Allotment Securities as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in full, the Issuer will sell 35% and the Selling Shareholders will sell 65% of the Over-Allotment Securities to be purchased by the Underwriters, with each Selling Shareholder selling the number of Over-Allotment Securities set forth for such Selling Shareholder in Schedules II and III. If the option granted hereby is exercised only in part, the respective numbers of Over-Allotment Securities to be sold by the Issuer and each of the Selling Shareholders shall be in the same proportion to the respective numbers of Over-Allotment Securities that would be sold by each of them if the option granted hereby is exercised in full, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Over-Allotment Securities are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Over-Allotment Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Over-Allotment Closing Date. The number of Over-Allotment Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Over-Allotment Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Over-Allotment Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Issuer. To the extent, if any, that the option is exercised, payment for the Over-Allotment Securities shall be made on the Over-Allotment Closing Date in federal (same day) funds to an account designated by the Issuer for the Over-Allotment Securities to be sold by it and to an account designated by the Custodian for the Over-Allotment Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of DTC.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer and the Selling Shareholders Stockholder agree to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ [net price] per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 11 hereof. The number of Firm Securities to be purchased by each Underwriter from each the Selling Shareholder Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by each the Selling Shareholder Stockholder as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder, adjusted hereunder by you in such manner as to avoid fractional sharesthe Issuer. The obligations of the Issuer and of each of the Selling Shareholders Stockholder shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholders Stockholder have been placed, or with respect to the Option Shares will be placed on or before the Closing Date, in custody with Registrar and Transfer Company as custodian (the “Custodian”) pursuant to the Custody Custodian Agreement and Power of Attorney (the “Custody Agreement and Power of Attorney”) executed by each the Selling Shareholder Stockholder for delivery of all Shares Firm Securities to be sold hereunder by the Selling ShareholdersStockholder. Each of the The Selling Shareholders Stockholder specifically agrees that the Shares Firm Securities represented by the certificates held, or with respect to the Option Shares to be held, held in custody for the Selling Shareholders Stockholder under the Custody Custodian Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders Stockholder hereunder shall not be terminable by any act or deed of the Selling Shareholders Stockholder (or by any other person, firm or corporation including the Issuer, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a the corporate general partner of the Selling ShareholderStockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement and Power of AttorneyCustodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Securities hereunder, certificates for the Shares Firm Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Shares held by it against delivery of such Shares. (c) Payment for the Firm Securities to be sold hereunder is to be made in federal Federal (same day) funds to an account designated by the Issuer for the Firm Securities shares to be sold by it and to an account designated by the Custodian for the Firm Securities shares to be sold by the Selling ShareholdersStockholder, in each case against delivery of certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the DTC The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree upon (upon, such time and date being herein referred to as the “Closing Date”). .” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer and the Selling Shareholders hereby grant grants an option to the several Underwriters to purchase the Over-Allotment Option Securities at the price per share as set forth in paragraph (a) of this Section 3, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Over-Allotment Securities3(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representatives Representative of the several Underwriters, to the Issuer setting forth the number of Over-Allotment Option Securities as to which the several Underwriters are exercising the option option, the names and denominations in which the Option Securities are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in full, the Issuer will sell 35% and the Selling Shareholders will sell 65% of the Over-Allotment Securities to be purchased by the Underwriters, with each Selling Shareholder selling the number of Over-Allotment Securities set forth for such Selling Shareholder in Schedules II and III. If the option granted hereby is exercised only in part, the respective numbers of Over-Allotment Securities to be sold by the Issuer and each of the Selling Shareholders shall be in the same proportion to the respective numbers of Over-Allotment Securities that would be sold by each of them if the option granted hereby is exercised in full, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Over-Allotment Option Securities are to be delivered shall be determined by the Representatives Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Over-Allotment Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Over-Allotment Option Closing Date. The number of Over-Allotment Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Over-Allotment Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Over-Allotment Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Issuer. To the extent, if any, that the option is exercised, payment for the Over-Allotment Option Securities shall be made on the Over-Allotment Option Closing Date in federal Federal (same day) funds drawn to an account designated by the order of the Issuer for the Over-Allotment Securities to be sold by it and to an account designated by the Custodian for the Over-Allotment Securities to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of DTCThe Depository Trust Company, New York, New York. (e) If on the Closing Date the Selling Stockholder fails to sell the Firm Securities which such Selling Stockholder has agreed to sell on such date as set forth in Schedule II hereto, the Issuer agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Securities which the Selling Stockholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representative.