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

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers 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 Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders shall be several and not joint. Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholders have been placed in custody with the Company as custodian (in such capacity only, the "Custodian") pursuant to the Custody Agreement executed by each Selling Stockholder for delivery of all Firm Shares to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm 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. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares to be sold by it and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" for the Shares to be sold by the Selling Stockholders, 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 at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 A.M., Baltimore 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 Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. 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, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. 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 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 "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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Sellers Selling Stockholders agree to sell to the Underwriters each Underwriter, severally and each not jointly, that number of Firm Shares listed on Schedule I attached hereto. Each Underwriter agrees, severally and not jointly, to purchasepurchase from the Selling Stockholders on the Closing Date, at a price of $_____ 3.33 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereofattached hereto, subject to adjustments adjustment in accordance with Section 9 10 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders shall be several and not joint. Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholders have been placed in custody with the Company as custodian (in such capacity only, the "Custodian") pursuant to the Custody Agreement executed by each Selling Stockholder for delivery of all Firm Shares to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates Payment for the Firm Shares shall be delivered made by wire transfer of immediately available U.S. funds to 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 designated accounts of the proceeds of sale of the Shares held by it against delivery of such Shares. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks Selling Stockholders, drawn to the order of the Company Selling Stockholders, against delivery of certificates for the Shares to be sold by it and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" Representative for the Shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are Delivery of certificates, if any, shall be to the Representative, 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, or at such other address as the Representative may designate in writing. Payment will be made at the offices of Alex. Xxxxx & Sons Incorporatedthe Representative, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 A.M., Baltimore 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 place as you shall be agreed upon by the Representative and the Company shall agree uponCompany, such time and date being herein referred to as at approximately 10:00 a.m., Central Time on September 1, 2009 (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 not permitted by law or executive order to be closed.) ”). The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request Representative reasonably requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by at such locations as the Representatives Representative may reasonably request at least one full business day prior to the Closing Date. In addition, on the basis of the representations representations, warranties, agreements and warranties covenants herein contained and subject to the terms and conditions herein set forth, the Company SDI hereby grants an option the Option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby Option may be exercised in whole or in part but only once and at any time upon written notice (or oral notice, subsequently confirmed in writing) to the Selling Stockholders given within 30 not more than thirty (30) days after following the date of this Agreement, by you, as Representatives the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, Option and the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be deliveredregistered. The time and date at which certificates for Closing on the purchase of the Option Shares 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 "“Option Closing Date"”). If , if any, shall occur no later than three (3) business days following the date upon which notice of exercise of the option Option is three given to SDI, and shall take place at the offices of the Representative, or more days before at such other place as shall be agreed upon by the Closing DateRepresentative and the Company. Subject to Section 10, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter severally and not jointly, shall be in the same proportion to the total number of Option Shares being purchased as the that such Underwriter’s number of Firm Shares being to be purchased by such Underwriter bears to the total number of Firm SharesShares to be purchased by the Underwriters, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives The Representative of the several Underwriters, Underwriters may cancel such option Option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice (or oral notice, subsequently confirmed in writing) of such cancellation to the CompanySDI. To the extent, if any, that the option Option is exercised, payment for the Option Shares shall be made on by wire transfer of immediately available U.S. funds to the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn designated account of SDI, to the order of SDI. Certificates, if any, for the Company against delivery of certificates therefor at Option Shares shall be delivered in the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxsame manner and upon the same terms as the Firm Shares.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers agree Company agrees 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 Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders shall be several and not joint. Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholders have been placed in custody with the Company as custodian (in such capacity only, the "Custodian") pursuant to the Custody Agreement executed by each Selling Stockholder for delivery of all Firm Shares to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm 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. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares shares to be sold by it and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" for the Shares to be sold by the Selling Stockholders, 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 at the offices of Alex. Xxxxx Browx & Sons Xons Incorporated, 000 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at xx 10:00 A.M., A.M. Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than five three business days thereafter as you and the Company 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 not permitted by law or executive order to be closed.) ). The certificates for the Firm Shares will be delivered by Chasx Xxxxxx Xxxreholder Services (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part but only once and by giving notice (i) at any time upon written notice given before the Closing Date and (ii) only once thereafter 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, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. 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 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 "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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of Alex. Xxxxx Browx & Sons Xons Incorporated, 000 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers agree Company agrees to sell 1,063,598 shares of the Firm Shares and each Selling Stockholder agrees to sell the number of Firm Shares set opposite its name in Schedule B hereto, severally and not jointly, to the Underwriters Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_____ 30.48 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I A hereof, subject to adjustments in accordance with Section 9 11 hereof. The Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Shares which represents the same proportion of the number of shares of the Firm Shares to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule A represents of the total number of shares of the Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in all of the same proportion Underwriters pursuant to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunderthis Agreement. The respective purchase obligations of the Company and of each of the Selling Stockholders shall be several and not joint. Certificates in negotiable form for the total number of the Shares Underwriters with respect to be sold hereunder by the Selling Stockholders have been placed in custody with the Company as custodian (in such capacity only, the "Custodian") pursuant to the Custody Agreement executed by each Selling Stockholder for delivery of all Firm Shares to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by rounded among the Custodian in accordance with Underwriters to avoid fractional shares, as 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 SharesRepresentatives may determine. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House (next day) funds by wire transfer to an account specified by the Company and by certified or bank cashier's checks drawn to the order of the Company for (at the Shares to be sold by it Company's discretion) and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" for the Shares to be sold by the Selling Stockholders, in each case as applicable, against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of Alex. Equitable Securities Corporation, Nashxxxxx Xxxx Xxxxxx, Xxxxx & Sons Incorporated000, 000 Xxxx Xxxxxxxxx 001 Xxxxx Xxxxxx, Xxxxxxxxx, XxxxxxxxXxxxxxxxx, at xx 10:00 A.M.a.m., Baltimore Nashville time, on the third business day after the date of this Agreement Agreement, unless otherwise required by the Commission pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or at such other time and date not later than five business days thereafter as you and the Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and registered in such registrations manner as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 23. The maximum number of Option Shares to be sold by the Company and the Selling Stockholders is 375,000. 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, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. 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 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 "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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm SharesShares to be sold hereunder, adjusted by you in such manner as to avoid fractional shares. The number of Option Shares to be sold by the Company and the Selling Stockholders shall be allocated as follows: (i) 75% of the Option Shares shall be sold by the Company to the Underwriters and (ii) 25% of the Option Shares shall be sold to the Underwriters by the Selling Stockholder allocated among them as provided in the various agreements under which they are entitled to participate in the offering contemplated hereby. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House (next day) funds by wire transfer to an account specified by the Company and by certified or bank cashier's check checks drawn to the order of the Company (at the Company's discretion) and the Selling Stockholders as applicable, for the Option Shares to be sold by it against delivery of certificates therefor at the offices of Alex. Xxxxx & Sons IncorporatedEquitable Securities Corporation, 000 Nashxxxxx Xxxx Xxxxxxxxx Xxxxxx, XxxxxxxxxXxxxx 000, Xxxxxxxx001 Union Street, Nashville, Tennessee.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers agree Company agrees to sell 1,500,000 shares of the Firm Shares and each Selling Stockholder agrees to sell the number of Firm Shares set opposite its name in Schedule B hereto, severally and not jointly, to the Underwriters Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a price of $__________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I A hereof, subject to adjustments in accordance with Section 9 11 hereof. The Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Shares which represents the same proportion of the number of shares of the Firm Shares to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule A represents of the total number of shares of the Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in all of the same proportion Underwriters pursuant to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunderthis Agreement. The respective purchase obligations of the Company and of each of the Selling Stockholders shall be several and not joint. Certificates in negotiable form for the total number of the Shares Underwriters with respect to be sold hereunder by the Selling Stockholders have been placed in custody with the Company as custodian (in such capacity only, the "Custodian") pursuant to the Custody Agreement executed by each Selling Stockholder for delivery of all Firm Shares to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by rounded among the Custodian in accordance with Underwriters to avoid fractional shares, as 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 SharesRepresentatives may determine. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House (next day) funds by wire transfer to an account specified by the Company and by certified or bank cashier's checks drawn to the order of the Company for (at the Shares to be sold by it Company's discretion) and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" for the Shares to be sold by the Selling Stockholders, in each case as applicable, against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of Alex. Equitable Securities Corporation, Nashxxxxx Xxxx Xxxxxx, Xxxxx & Sons Incorporated000, 000 Xxxx Xxxxxxxxx 001 Xxxxx Xxxxxx, Xxxxxxxxx, XxxxxxxxXxxxxxxxx, at xx 10:00 A.M.a.m., Baltimore Nashville time, on the third business day after the date of this Agreement Agreement, unless otherwise required by the Commission pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or at such other time and date not later than five business days thereafter as you and the Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and registered in such registrations manner as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 23. The maximum number of Option Shares to be sold by the Company is 450,000. 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, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. 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 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 "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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm SharesShares to be sold hereunder, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House (next day) funds by certified or bank cashier's check drawn wire transfer to the order of an account specified by the Company for the Option Shares to be sold by it against delivery of certificates therefor at the offices of Alex. Xxxxx & Sons IncorporatedEquitable Securities Corporation, 000 Nashxxxxx Xxxx Xxxxxxxxx Xxxxxx, XxxxxxxxxXxxxx 000, Xxxxxxxx001 Union Street, Nashville, Tennessee.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the ---------------------------------------------- representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers 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 Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders Shareholders to sell the Firm Shares shall be several and not joint. Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholders Shareholders have been placed in custody with the Company ____________________ as custodian (in such capacity only, the "Custodian") pursuant to the Custody Custodian Agreement executed by each Selling Stockholder Shareholder for delivery of all Firm Shares and any Option Shares to be sold hereunder by the Selling StockholdersShareholders. Each of the Selling Stockholders Shareholders specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the Selling Stockholders Shareholders under the Custody Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminable by any act or deed of the Selling Stockholders Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder Shareholder or the dissolution of a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Option Shares, 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. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares shares to be sold by it and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders____________________" for the Shares shares to be sold by the Selling StockholdersShareholders, 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 at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 A.M.a.m., Baltimore time, on the third business day after the [fill in date of this Agreement for ----------------- T+3] or at such other time and date not later than five business days thereafter as you and the Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request requests in writing not later than the second full business day ------ prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing DateDate . In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and a Selling Shareholder listed on Schedule III hereto hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Company and the Selling Shareholders is set forth opposite their respective names on Schedule III hereto. 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, the names and denominations in which the Option Shares 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 part, the respective number of Option Shares to be sold by the Company and each of the Selling Shareholders listed in Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. 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 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 "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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company for the Option Shares to be sold by it and to the order of "____________________" for the Option Shares to be sold by the Selling Shareholders against delivery of certificates therefor at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers agree Company agrees 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 Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller the Company shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller the Company as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders Shareholder shall be several and not joint. Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholders Shareholders have been placed in custody with the Company Wallxx Xxxsxxx Xxxxxx & Xavix XXXC, as custodian (in such capacity only, the "Custodian") ), pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by each Selling Stockholder Shareholder for delivery of all Firm Option Shares to be sold hereunder by the Selling StockholdersShareholders. Each of the The Selling Stockholders Shareholders specifically agrees agree that the Firm Option Shares represented by the certificates held in custody for the such Selling Stockholders Shareholders under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminable by any act or deed of the Selling Stockholders Shareholders (or by any other person, firm or corporation corporation, including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual any Selling Stockholder or the dissolution of a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Option Shares hereunder, certificates for the Firm Option 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. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares to be sold by it and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" for the Shares to be sold by the Selling Stockholders, 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 at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 A.M., Baltimore 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 Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. 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, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. 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 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 "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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.7 8

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers 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 Shares set forth opposite the name of each Underwriter in Schedule I hereof, 5 6 subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders 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 Stockholders Shareholders have been placed in custody with the American Stock Transfer & Trust Company as custodian (in such capacity only, the "Custodian") pursuant to the Custody Custodian Agreement executed by each the Selling Stockholder Shareholder for delivery of all Firm Shares to be sold hereunder by the Selling StockholdersShareholder. Each of the Selling Stockholders Shareholders specifically agrees that the Firm Shares represented by the certificates held in custody for the such Selling Stockholders Shareholder under the Custody Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Shareholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholders Shareholder hereunder shall not be terminable by any act or deed of the such Selling Stockholders Shareholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm 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 Shares to be sold hereunder is to be made in New York Clearing House same day funds by certified or bank cashier's checks drawn via wire transfer to the order of the Company for the Shares shares to be sold by it and to the order of "Zygo Corporation, American Stock Transfer & Trust Company as Custodian for Zygo Corporation Selling StockholdersCustodian" for the Shares shares to be sold by the Selling StockholdersShareholders, 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 at the offices of Alex. Xxxxx Browx & Sons Xons Incorporated, 000 Xxxx Xxxxxxxxx One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at xx 10:00 A.M.a.m., Baltimore 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 Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives Underwriters request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives Underwriters at least one business day prior to the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part but only once and by giving written notice (i) at any time upon written notice given before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives Underwriters 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 "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 Option Closing Date. 6 7 The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House same day funds by certified or bank cashier's check drawn wire transfer to the order of the Company against delivery of certificates therefor at the offices of Alex. Xxxxx Browx & Sons Incorporated, 000 Xxxx Xxxxxxxxx One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. (e) If on the Closing Date, the Selling Shareholders fail to sell the Firm Shares which the Selling Shareholders have agreed to sell on such date, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares which such Selling Shareholders have failed to so sell or such lesser number as may be requested by the Underwriters. 3.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers agree Company agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchasepurchase from the Company, at a price of $_____ [ ] per share, the number of Firm Shares set forth opposite the name of each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 8 hereof. The number ; provided, however, that, the Underwriters agree to purchase from the Company at a purchase price of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in $[ ] per share [ ] shares of the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of to the Company Company’s executive officers and of each of the Selling Stockholders shall be several and not joint. Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholders have been placed in custody with the Company as custodian founders (in such capacity only, the "Custodian"or their affiliates) pursuant to the Custody Agreement executed by each Selling Stockholder for delivery indications of all Firm Shares to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreement are subject interest provided to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur individuals prior to the delivery to the Underwriters date hereof. It is further understood and agreed that approximately six percent (6%) of the Firm Shares hereunder(the “Directed Shares”) will initially be reserved by Xxxxxxx Xxxxx & Associates, certificates Inc. (“Xxxxxxx Xxxxx”) for offer and sale, as part of the Firm distribution of the Shares shall be delivered by the Custodian in accordance with Underwriters, subject to the terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt in accordance with the applicable rules and regulations of the proceeds of sale Financial Industry Regulatory Authority (“FINRA”) to certain of the Company’s employees, business associates, friends and family of the Company’s executive officers and founders, and other related persons specified by the Company (each such person a “Directed Share Participant”) who have heretofore delivered to Xxxxxxx Xxxxx offers to purchase Firm Shares held by it against delivery in form satisfactory to Xxxxxxx Xxxxx (such program, the “Directed Share Program”) and that any allocation of such Shares. Payment for the Firm Shares to be sold hereunder is to among such persons will be made in New York Clearing House funds accordance with timely directions received by certified or bank cashier's checks drawn Xxxxxxx Xxxxx from the Company; provided that under no circumstances will Xxxxxxx Xxxxx be liable to the order of Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Company for the Shares to be sold Directed Share Program by it and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" for the Shares to be sold by the Selling Stockholders, 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 at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 9:30 A.M., Baltimore St. Petersburg, Florida time, on the third first business day after following the date of this Agreement hereof or at otherwise are not purchased by such other time and date not later than five business days thereafter as you and the Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares persons will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior offered by Xxxxxxx Xxxxx to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to public upon the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. 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, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. 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 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 "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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers 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 Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders 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 Stockholders Shareholders have been placed in custody with the Company as custodian (in such capacity only, the "Custodian") pursuant to the Custody Custodian Agreement executed by each Selling Stockholder Shareholder for delivery of all Firm Shares and any Option Shares to be sold hereunder by the Selling StockholdersShareholders. Each of the Selling Stockholders Shareholders specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the Selling Stockholders Shareholders under the Custody Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminable by any act or deed of the Selling Stockholders Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder Shareholder or the dissolution of a corporate Selling StockholderShareholder) or by the occurrence of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares (or the Option Shares) hereunder, certificates for the Firm Shares or the Options Shares, 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 had 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. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares to be sold by it and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" for the Shares to be sold by the Selling Stockholders, 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 at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 A.M., Baltimore 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 Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. 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, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. 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 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 "Option Closing Date"c). 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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers agree to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_________ per share, the respective number of Firm Shares set forth opposite the name of each Underwriter in Schedule I 1 hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Stockholders shall be several and not joint. Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Stockholders have been placed in custody with the Continental Stock Transfer and Trust Company as custodian (in such capacity only, the "Custodian") pursuant to the Custody Custodian Agreement executed by each Selling Stockholder for delivery of all Firm Shares to be sold hereunder by the Selling Stockholders. Each of the Selling Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Stockholders under the Custody Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of the Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm 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. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares to be sold by it and to the order of "Zygo Corporation, as Custodian for Zygo Corporation Selling Stockholders" for the Shares to be sold by the Selling Stockholders, 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 at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 A.M., Baltimore 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 Company 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 not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. 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, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. 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 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 "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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration (but in no case after exercise, except as provided in Section 11 hereof) by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.,