Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. OF THE CLASS B COMMON SHARES. (a) The Firm Class B Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Class B Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Class B Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Class B Common ---------- Share to be paid by the several Underwriters to the Company shall be $[___] per share. (b) The First Closing Date. Delivery of certificates for the Firm Class B Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NMS, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time , on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Class B Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Optional Class B Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Class B Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Class B Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Class B Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Class B Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Class B Common Shares and the Optional Class B Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Class B Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Class B Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Class B Common Shares to be purchased as the number of Firm Class B Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears to the total number of Firm Class B Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Class B Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Class B Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Class B Common Shares. Payment for the Class B Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Class B Common Shares and any Optional Class B Common Shares the Underwriters have agreed to purchase. NMS, ACI, BSC, BRS or DLJ individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Class B Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) Delivery of the Class B Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Class B Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Class B Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Class B Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may reasonably designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (g) Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Class B Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall reasonably request.

Purchase, Sale and Delivery. OF THE CLASS B COMMON SHARESof the Securities and Representative's Warrants. (a) The Firm Class B Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Class B Common Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriters agreeCompany and the Initial Selling Securityholder agree to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company and the respective Initial Selling Securityholder, as the case may be, at a price of $2.70 (90% of the public offering price) per share of Common Stock and $.18 (90% of the public offering price) per Warrant, that number of Firm Class B Common Shares Securities set forth in Schedule A opposite their names on Schedule A. The the name of such Underwriter, subject to such adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares of Common Stock or Warrants, plus any additional number of Securities which such Underwriter may become obligated to purchase price per Firm Class B Common ---------- Share to be paid by the several Underwriters pursuant to the Company shall be $[___] per shareprovisions of Section 1 hereof. (b) The First Closing Date. Delivery of certificates for the Firm Class B Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NMS, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time , on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Class B Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties warranties, covenants and agreements agreements, herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Optional Class B Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Class B Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Class B Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Class B Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Class B Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Class B Common Shares and the Optional Class B Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Class B Common Shares are to be purchased, each Underwriter agreesUnderwriters, severally and not jointly, to purchase all or any part of the Option Shares (up to an aggregate of an additional 210,000 shares of Common Stock and 240,000 Warrants) at a price of $2.70 (90% of the public offering price) per share and $.18 (90% of the public offering price) per Warrant. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Securities upon notice by the Representative to the Company setting forth the number of Optional Class B Common Shares Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (subject an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of securities for, the Securities shall be made at the offices of the Representative at 150 East Palmetto Park Road, Suite 380, Boca Raton, Florida 33432, xx xx xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxive and the Company. Such delivery and payment shall be made at 10:00 a.m. (Florida time) on __________, 1996, or at such adjustments other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for and delivery of certificates for, such Option Securities shall be made at the above-mentioned firm office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on the Option Closing Date as specified in the notice from the Representative to eliminate fractional shares as the Representatives may determine) Company. Delivery of the certificates for the Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters, severally and not jointly, of the purchase price for the Securities and the Option Securities, if any, by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that bears the same proportion to of the total number of Optional Class B Common Shares to be Option Securities then being purchased as which the number of Firm Class B Common Shares Securities set forth on in Schedule A ---------- hereto opposite the name of such Underwriter bears to the total number of Firm Class B Common SharesSecurities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. The Representatives Certificates for the Securities and the Option Securities, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may cancel the option request in writing at any time least two (2) business days prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Class B Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Class B Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Class B Common Shares. Payment for the Class B Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Class B Common Shares and any Optional Class B Common Shares the Underwriters have agreed to purchase. NMS, ACI, BSC, BRS or DLJ individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Class B Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) Delivery of the Class B Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Class B Common Shares at Securities and the First Closing DateOption Securities, against the irrevocable release of a wire transfer of immediately if any, shall be made available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the accounts of last business day prior to the several Underwriters, certificates for the Optional Class B Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Class B Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may reasonably designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (gd) Delivery of Prospectus to On the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Class B Common Shares are released by the Underwriters for sale to the publicClosing Date, the Company shall deliver or cause issue and sell to the Representative the Representative's Warrants at a purchase price of $250, which warrants shall entitle the holders thereof to purchase an aggregate of 120,000 shares of Common Stock and 160,000 Warrants. The Representative's Warrants shall be delivered copies exercisable for a period of five years commencing one year following the effective date of the Prospectus Registration Statement at a price equaling one hundred thirty percent (130%) ($3.90 per Share and $.26 per Warrant) of the initial public offering price of the Securities. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in such quantities and at such places the form filed as Exhibit 4.4 to the Representatives Registration Statement. Payment for the Representative's Warrants shall reasonably requestbe made on the Closing Date.

Purchase, Sale and Delivery. OF THE CLASS B COMMON SHARESof the Shares and Advisors' Warrants. (a) The Firm Class B Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Class B Common Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriters agreeCompany agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ [93% of the respective initial public offering price] per share of Common Stock, that number of Firm Class B Common Shares of set forth in Schedule A opposite their names on Schedule A. The the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase price per Firm Class B Common ---------- Share to be paid by the several Underwriters pursuant to the Company shall be $[___] per shareprovisions of Section 11 hereof. (b) The First Closing Date. Delivery of certificates for the Firm Class B Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NMS, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time , on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Class B Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Optional Class B Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Class B Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Class B Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Class B Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Class B Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Class B Common Shares and the Optional Class B Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Class B Common Shares are to be purchased, each Underwriter agreesUnderwriters, severally and not jointly, to purchase all or any part of an additional 300,000 shares of Common Stock at a price of $ ____ [93% of the initial public offering price] per share of Common Stock. The option granted hereby will expire thirty (30) days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by the Representatives to the Company setting forth the number of Optional Class B Common Option Shares (subject as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for any such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Class B Common Shares to be purchased as the number of Firm Class B Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears to the total number of Firm Class B Common Option Shares. The Representatives may cancel the option at any Any such time prior to its expiration and date of delivery (an "Option Closing Date") shall be determined by giving written notice of such cancellation to the Company. (d) Public Offering of the Class B Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Class B Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Class B Common Shares. Payment for the Class B Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Class B Common Shares and any Optional Class B Common Shares the Underwriters have agreed to purchase. NMS, ACI, BSC, BRS or DLJ individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Class B Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) Delivery of the Class B Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Class B Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Class B Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Class B Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two later than seven full business days after the exercise of said option, nor in any event prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may reasonably designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (g) Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Class B Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall reasonably request.Closing

Purchase, Sale and Delivery. OF THE CLASS B COMMON SHARES. (a) The Firm Class B Common Shares. The On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the Firm Class B Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein containedInitial Purchasers, and upon the terms but subject to the conditions herein set forth, the Underwriters agreeInitial Purchasers, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of US-DOCS\102962941.8 Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 97.00% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $18,750,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted solely for the purpose of covering sales of Securities in excess of the aggregate principal amount of Initial Securities in the sale of Initial Securities. The option may be exercised in whole or in part by written notice being given to the Company by the Initial Purchasers; provided that such option may be exercised only once. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered; provided, however, that, subject to the immediately following sentence, this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Notwithstanding anything to the contrary herein, in no event will the date when the Option Securities are to be delivered be later than the thirteenth calendar day from, and including, the Initial Closing Date. If any Optional Securities are to be purchased, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the respective number principal amount of Firm Class B Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Class B Common ---------- Share to be paid by the several Underwriters to the Company shall be $[___] per share. (b) The First Closing Date. Delivery of certificates for the Firm Class B Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NMS, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time , on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Class B Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Optional Class B Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Class B Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Class B Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Class B Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Class B Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Class B Common Shares and the Optional Class B Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Class B Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Class B Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) Option Securities that bears the same proportion to the total number principal amount of Optional Class B Common Shares Option Securities to be purchased as the number total principal amount of Firm Class B Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears Initial Securities. (c) Delivery to the total number Initial Purchasers of Firm Class B Common Shares. The and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on September 11, 2018 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, a “Closing”) to be held at a date and time specified by the Representatives may cancel in the option at any time prior to its expiration by giving written notice of the Initial Purchasers’ election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, a “Closing Date”), in each case, at the New York City offices of Xxxxxx & Xxxxxxx LLP (or such cancellation other place as shall be reasonably acceptable to the CompanyRepresentatives). (d) Public Offering of the Class B Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale shall deliver to the public, as described in Initial Purchasers one or more certificates representing the Prospectus, their respective portions of the Class B Common Shares as soon after this Agreement has been executed Initial Securities and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Class B Common Shares. Payment for the Class B Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Class B Common Shares and any Optional Class B Common Shares the Underwriters have agreed to purchase. NMS, ACI, BSC, BRS or DLJ individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Class B Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing DateOption Securities, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) Delivery of the Class B Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Class B Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Class B Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Class B Common Shares shall be in definitive form and form, registered in such names and denominations as the Representatives Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall have requested designate to the Initial Purchasers at least two full business days prior to the First Closing Date (or Closing. The certificates representing the Second Closing DateInitial Securities and the Option Securities, as the case may be) and , in definitive form shall be made available to the Initial Purchasers for inspection at the New York City offices of Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Representatives) not later US-DOCS\102962941.8 than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may reasonably designate. Time shall be by or on behalf of the essenceCompany, with The Depository Trust Company (“DTC”) or its designated custodian, and delivery at registered in the time and place specified in this Agreement is a further condition to the obligations name of the Underwriters. (g) Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Class B Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall reasonably request.Cede & Co.

Purchase, Sale and Delivery. OF THE CLASS B COMMON SHARES. (a) The Firm Class B Common Shares. The On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the Firm Class B Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein containedInitial Purchasers, and upon the terms but subject to the conditions herein set forth, the Underwriters agreeInitial Purchasers, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 96.8% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $15,000,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering sales of Securities in excess of the aggregate principal amount of Initial Securities in the sale of Initial Securities. The option will expire 30 days after the date of the Final Offering Memorandum and may be exercised in whole or in part by written notice being given to the Company by the Initial Purchasers; provided that such option may be exercised only once. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representative, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised, unless the Company and the Representative agree otherwise. If any Optional Securities are to be purchased, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the respective number principal amount of Firm Class B Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Class B Common ---------- Share to be paid by the several Underwriters to the Company shall be $[___] per share. (b) The First Closing Date. Delivery of certificates for the Firm Class B Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NMS, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time , on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Class B Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Optional Class B Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Class B Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Class B Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Class B Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Class B Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Class B Common Shares and the Optional Class B Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Class B Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Class B Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) Option Securities that bears the same proportion to the total number principal amount of Optional Class B Common Shares Option Securities to be purchased as the number total principal amount of Firm Class B Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears Initial Securities. (c) Delivery to the total number Initial Purchasers of Firm Class B Common Shares. The Representatives may cancel and payment for the option Initial Securities shall be made at any a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 30, 2015 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, a “Closing”) to be held at a date and time prior to its expiration specified by giving the Representative in the written notice of the Initial Purchasers’ election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, a “Closing Date”), in each case, at the New York City offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or such cancellation other place as shall be reasonably acceptable to the CompanyRepresentative). (d) Public Offering of the Class B Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale shall deliver to the public, as described in Initial Purchasers one or more certificates representing the Prospectus, their respective portions of the Class B Common Shares as soon after this Agreement has been executed Initial Securities and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Class B Common Shares. Payment for the Class B Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Class B Common Shares and any Optional Class B Common Shares the Underwriters have agreed to purchase. NMS, ACI, BSC, BRS or DLJ individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Class B Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing DateOption Securities, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) Delivery of the Class B Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Class B Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Class B Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Class B Common Shares shall be in definitive form and form, registered in such names and denominations as the Representatives Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall have requested designate to the Initial Purchasers at least two full business days prior to the First Closing Date (or Closing. The certificates representing the Second Closing DateInitial Securities and the Option Securities, as the case may be) and , in definitive form shall be made available to the Initial Purchasers for inspection at the New York City offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or such other place as shall be reasonably acceptable to the Representative) not later than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. The Securities will be represented by one or more definitive global securities in book-entry form and will be deposited on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may reasonably designate. Time shall be by or on behalf of the essenceCompany, with The Depository Trust Company (“DTC”) or its designated custodian, and delivery at registered in the time and place specified in this Agreement is a further condition to the obligations name of the Underwriters. (g) Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Class B Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall reasonably request.Cede & Co.

Purchase, Sale and Delivery. OF THE CLASS B COMMON SHARES.of the Securities and Representative's ------------------------------------------------------------------ Warrants. -------- (a) The Firm Class B Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Class B Common Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriters agreeCompany and the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters, and each of the Underwriters agrees to purchase from the Company Firm Securities (subject to such adjustment as the respective Representative may determine to avoid fractional shares, plus any additional numbers of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 13 hereof) which bears the same proportion to the number of Firm Class B Common Shares Securities to be sold by the Company or by that Selling Stockholder, as the case may be, as the number of Firm Securities set forth opposite their names the name of such Underwriters on Schedule A. The purchase price per B bears to the total number of Firm Class B Common ---------- Share Securities to be paid sold by the several Underwriters to Company and such Selling Stockholder, in each case on a firm commitment basis no later than three (3) business days after the Company shall be $Effective Date of the Registration Statement, at a price of $ per share of Common ------ Stock and $ per share of Preferred Stock [___] per sharein each case 92.5% ---- of the initial public offering price]. (b) The First Closing Date. Delivery of certificates for the Firm Class B Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NMS, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time , on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Class B Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate of [___] Optional Class B Common Shares jointly pro rata from the Company and the Selling Stockholders, all or any part of the Option Securities at the purchase a price of $ per share to be paid by of Common Stock ------ and $ per share of Preferred Stock [in each case 92.5% of ---- the Underwriters for the Firm Class B Common Sharesinitial public offering price]. The option granted hereunder is hereby will expire forty-five (45) days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for use by the Underwriters solely in purpose of covering any over-allotments which may be made in connection with the sale offering and distribution of the Firm Class B Common Shares. The option granted hereunder may be exercised at any time (but not more than once) Securities upon notice by the Representatives Representative to the Company, which notice may be given at any time within 30 days from Company and the date of this Agreement. Such notice shall set Selling Stockholders setting forth (i) the aggregate number of Optional Class B Common Shares Option Securities as to which the several Underwriters are then exercising the option, (ii) the names option and denominations in which the certificates for the Optional Class B Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of payment and delivery of certificates for the Firm Class B Common Shares and the Optional Class B Common Shares)any such Option Securities. Such Any such time and date of delivery, if subsequent to the First delivery (an "Option Closing Date, is called the "Second Closing Date" and ) shall be determined by the Representatives and Representative, but shall not be earlier than three nor later than five (5) full business days after delivery the exercise of such notice of exercise. If said option, nor in any Optional Class B Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Class B Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion event prior to the total number of Optional Class B Common Shares to be purchased Closing Date, as hereinafter defined, unless otherwise agreed upon by the number of Firm Class B Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears to the total number of Firm Class B Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (dc) Public Offering Payment of the Class B Common Shares. The Representatives hereby advise purchase price for, and delivery of certificates for, the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Class B Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Class B Common Shares. Payment for the Class B Common Shares Firm Securities shall be made at the First Closing Date (andoffices of the Representative at 0000 Xxxxxx Xxxxxx, if applicableXxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Second Closing Date) by wire transfer of immediately available funds to the order of Representative and the Company. It is understood that Such delivery and payment shall be made at 10:00 a.m. (New York City time) on March , --- 1997 or at such other time and date as shall be agreed upon by the Representatives have been authorized, for their own account Representative and the accounts Company, but not less than three (3) nor more than four (4) full business days after the effective date of the several Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Class B Common Shares Securities and any Optional Class B Common Shares the Option Securities, if any, shall be made to the Representative against payment by the Underwriters have agreed of the purchase price for the Firm Securities and the Option Securities, if any, to purchase. NMSthe order of the Company and the Selling Stockholders, ACIas applicable, BSCby New York Clearing House funds, BRS or DLJ individually and not subject in each case to such adjustments as the Representatives Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the UnderwritersFirm Securities and the Option Securities, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (but shall not be obligated to2) make payment for any Class B Common Shares business days prior to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second relevant Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) Delivery of the Class B Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Class B Common Shares at Securities and the First Closing DateOption Securities, against the irrevocable release of a wire transfer of immediately if any, shall be made available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the accounts of last business day prior to the several Underwriters, certificates for the Optional Class B Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second relevant Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Class B Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may reasonably designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (gd) Delivery of Prospectus to On the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Class B Common Shares are released by the Underwriters for sale to the publicClosing Date, the Company shall deliver or cause issue and sell to the Representative, the Representative's Warrants at a purchase price of $.0001 per warrant, which warrants shall entitle the holder(s) thereof to purchase an aggregate of 150,000 shares of Common Stock and 150,000 shares of Preferred Stock. The Representative's Warrants shall be delivered copies exercisable for a period of four (4) years commencing one (1) year from the effective date of the Prospectus Registration Statement at an exercise price of $ per ----- share of Common Stock and $ per share of Preferred Stock [in such quantities ---- each case one hundred sixty-five percent (165%) of the public offering price of the Firm Securities]. The Representative's Warrant Agreement and at such places form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Representatives Registration Statement. Payment for the Representative's Warrants shall reasonably requestbe made on the Closing Date.

Purchase, Sale and Delivery. OF THE CLASS B COMMON SHARES. (a) The Firm Class B Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Class B Common Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the terms and conditions herein set forth, the Underwriters agreeIssuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, severally and not jointly, agree to purchase from the Company Issuers, the respective number aggregate principal amount of Firm Class B Common Shares the Offered Securities set forth opposite their names on such Initial Purchaser’s name in Schedule A. The I hereto at a purchase price per Firm Class B Common ---------- Share to be paid by of 109.500% of the several Underwriters aggregate principal amount thereof. Delivery to the Company shall be $[___] per share. (b) The First Closing Date. Delivery Initial Purchasers of certificates and payment for the Firm Class B Common Shares to be purchased by the Underwriters and payment therefor Offered Securities shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on May 2, 2013 (the “Closing Date”) at the New York offices of NMS, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California Xxxxx Xxxx & Xxxxxxxx LLP (or such other place as may shall be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time , on [___] as the Representatives shall designate by notice reasonably acceptable to the Company (Initial Purchasers); provided, however, that if the time and date of such closing are called Closing has not taken place on the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company because of a failure to satisfy one or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Class B Common Shares; the Second Closing Date. In addition, on the basis more of the representations, warranties conditions specified in Section 7 hereof and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Optional Class B Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Class B Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Class B Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Class B Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Class B Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Class B Common Shares and the Optional Class B Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Class B Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Class B Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Class B Common Shares to be purchased as the number of Firm Class B Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears to the total number of Firm Class B Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Class B Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Class B Common Shares as soon after this Agreement has not otherwise been executed and terminated by the Registration Statement has been declared effective as the RepresentativesInitial Purchasers in accordance with its terms, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Class B Common Shares. Payment for the Class B Common Shares shall be made at the First Closing Date (and, if applicable, at the Second “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by wire transfer of immediately available funds the Issuers to the order Initial Purchasers of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Class B Common Shares and any Optional Class B Common Shares the Underwriters have agreed to purchase. NMS, ACI, BSC, BRS satisfaction (or DLJ individually and not as the Representatives of the Underwriters, may (but shall not be obligated towaiver) make payment for any Class B Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) Delivery of the Class B Common Sharesconditions. The Company Issuers shall deliver, or cause to be delivered, deliver to the Representatives for Initial Purchasers one or more certificates representing the accounts of the several Underwriters certificates for the Firm Class B Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Class B Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Class B Common Shares shall be Offered Securities in definitive form and form, registered in such names and denominations as the Representatives Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Issuers shall have requested designate to the Initial Purchasers at least two full business days prior to the First Closing Date (or Closing. The certificates representing the Second Closing Date, as the case may be) and Offered Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Xxxxx Xxxx & Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. The Offered Securities will be represented by one or more definitive global securities in book-entry form and will be deposited on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may reasonably designate. Time shall be by or on behalf of the essenceIssuers, with The Depository Trust Company (“DTC”) or its designated custodian, and delivery at registered in the time and place specified in this Agreement is a further condition to the obligations name of the Underwriters. (g) Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Class B Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall reasonably request.Cede & Co.

Purchase, Sale and Delivery. OF THE CLASS B COMMON SHARES. (a) The Firm Class B Common Shares. The On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the Firm Class B Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein containedInitial Purchasers, and upon the terms but subject to the conditions herein set forth, the Underwriters agreeInitial Purchasers, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 97.00% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $20,000,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering sales of Securities in excess of the aggregate principal amount of Initial Securities in the sale of Initial Securities. The option is issuable within 13 calendar days of the Initial Closing Date and may be exercised in whole or in part from time to time by written notice being given to the Company by the Initial Purchasers; provided that such option may be exercised only once. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. If any Optional Securities are to be purchased, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the respective number principal amount of Firm Class B Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Class B Common ---------- Share to be paid by the several Underwriters to the Company shall be $[___] per share. (b) The First Closing Date. Delivery of certificates for the Firm Class B Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NMS, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time , on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Class B Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Optional Class B Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Class B Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Class B Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Class B Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Class B Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Class B Common Shares and the Optional Class B Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Class B Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Class B Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) Option Securities that bears the same proportion to the total number principal amount of Optional Class B Common Shares Option Securities to be purchased as the number total principal amount of Firm Class B Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears Initial Securities. (c) Delivery to the total number Initial Purchasers of Firm Class B Common Shares. The and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on December 23, 2013 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, a “Closing”) to be held at a date and time specified by the Representatives may cancel in the option at any time prior to its expiration by giving written notice of the Initial Purchasers’ election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, a “Closing Date”), in each case, at the New York City offices of Xxxxx Xxxx & Xxxxxxxx LLP (or such cancellation other place as shall be reasonably acceptable to the CompanyRepresentatives). (d) Public Offering of the Class B Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale shall deliver to the public, as described in Initial Purchasers one or more certificates representing the Prospectus, their respective portions of the Class B Common Shares as soon after this Agreement has been executed Initial Securities and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Class B Common Shares. Payment for the Class B Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Class B Common Shares and any Optional Class B Common Shares the Underwriters have agreed to purchase. NMS, ACI, BSC, BRS or DLJ individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Class B Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing DateOption Securities, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) Delivery of the Class B Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Class B Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Class B Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Class B Common Shares shall be in definitive form and global form, registered in such names and denominations as the Representatives Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall have requested designate to the Initial Purchasers at least two full business days prior to the First Closing Date (or Closing. The certificates representing the Second Closing DateInitial Securities and the Option Securities, as the case may be) and , in definitive global form shall be made available to the Initial Purchasers for inspection at the New York City offices of Xxxxx Xxxx & Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Representatives) not later than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may reasonably designate. Time shall be by or on behalf of the essenceCompany, with The Depository Trust Company (“DTC”) or its designated custodian, and delivery at registered in the time and place specified in this Agreement is a further condition to the obligations name of the Underwriters. (g) Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Class B Common Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall reasonably request.Cede & Co.