Common use of Representations and Warranties of the Company and the Selling Stockholder Clause in Contracts

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-37410) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-37410) with respect to No order preventing or suspending the Shares use of any Preliminary Prospectus has been prepared issued by the Company Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in conformity all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). (ii) As of the "time any part of each of the Original Registration Statement and the 462(b) Registration Statement (or any post-effective amendment thereto) became effective and at all other subsequent times until expiration of the Prospectus Delivery Period (as hereinafter defined), upon the filing or first use within the meaning of the Rules and Regulations") Regulations of the Securities Prospectus (or any supplement to the Prospectus) and Exchange Commission at all other subsequent times until expiration of the Prospectus Delivery Period and at the First Closing Date and Second Closing Date, (A) the "Commission"Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) contained the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the exhibitsProspectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, financial in light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and schedulesin conformity with, as finally amended and revised, have heretofore been delivered by written information furnished to the Company to by you. Such registration statement, together with or by any registration statement filed Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by the Company pursuant to Rule 462 (b) any Underwriter consists of the Act, herein referred to information described as the "Registration Statement," which shall be deemed to include all information omitted therefrom such in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to Section 6(g). If the Registration Statement has been filed declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. (iii) Neither (A) the Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule II, the information on Schedule III, and the Statutory Prospectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the date Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). As used in this paragraph and elsewhere in this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.:

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each the Underwriter and, subject to the provisions of the Underwriters Registration Rights Agreement, the Selling Stockholder, as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-37410227952) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "“Act"”), and the Rules rules and Regulations regulations (the "“Rules and Regulations"”) of the Securities and Exchange Commission (the "“Commission"”) thereunder and thereunder, has been filed with the CommissionCommission and became effective on November 5, 2018. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3, including the transaction requirements set forth in General Instruction I.B.1 of such form. Such registration statement meets the requirements of Rule 415(a)(1)(x) under the Act and complies in all material respects with said rule. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses base prospectus (meeting the requirements of the Rules and Regulations) contained therein (the “Base Prospectus”) and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company made available to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 462(b) under the Act (b“Rule 462(b) of the ActRegistration Statement”), is herein referred to as the "“Registration Statement," ” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no . No post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "“Prospectus" ” means the form of Base Prospectus together with the final prospectus first supplement filed with the Commission pursuant to and within the time limits described in Rule 424(b)) under the Act. Each Any preliminary prospectus included in the Registration Statement prior relating to the time it becomes effective Shares, including any preliminary prospectus supplement relating to the Shares filed with the Commission, together with the Base Prospectus is herein referred to as a "“Preliminary Prospectus." ” Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus the Preliminary Prospectus, as the case may be, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus final prospectus supplement under Rules Rule 424(b) or 430Aunder the Act, and prior to the termination of the offering of the Shares by the UnderwritersUnderwriter.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A An “automatic shelf registration statement on Form S-1 (File No. 333-37410) with respect to the Shares has been prepared by the Company statement” as defined in conformity with the requirements of Rule 405 under the Securities Act of 1933, as amended (the "“Act"”), on Form S-3ASR (File No. 333-205753) in respect of the Shares, including a prospectus (the “Base Prospectus”), has been filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act, and the Rules rules and Regulations regulations (the "“Rules and Regulations"”) of the Securities and Exchange Commission (the "“Commission"”) thereunder thereunder. The Company and has been filed the transactions contemplated by this Agreement meet the requirements and comply with the Commissionconditions for the use of Form S-3ASR. Copies of such registration statement, including any amendments thereto, the Base Prospectus, as supplemented by any preliminary prospectuses prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act, and including the documents incorporated in the Base Prospectus by reference (meeting the requirements of the Rules and Regulations) contained therein a “Preliminary Prospectus”), and the exhibits, financial statements and schedulesschedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (bRules 413(b) of and 462(f) under the Act, is herein referred to as the "“Registration Statement," ” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this underwriting agreement (this “Agreement”) and no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. "“Prospectus" ” means the form of prospectus relating to the Shares first filed with the Commission pursuant to and within the time limits described in Rule 424(b)) under the Act and in accordance with Section 4(a)(i) hereof. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules Rule 424(b) or 430Aunder the Act, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-37410203652) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "“Act"”), and the Rules rules and Regulations regulations (the "“Rules and Regulations"”) of the Securities and Exchange Commission (the "“Commission"”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b462(b) of under the Act, is herein referred to as the "“Registration Statement," ”, which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this underwriting agreement (this “Agreement”) and no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. "“Prospectus" ” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b)) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "“Preliminary Prospectus." ”. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules Rule 424(b) or 430Aunder the Act, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the Underwriters as followsUnderwriter and the Selling Stockholder that: (i) A registration statement on Form S-1 (File No. 333-37410) with respect 59456), including a prospectus, relating to the Shares Offered Securities has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to youbecome effective. Such registration statement, together with any registration statement filed as amended at the time of this Agreement, including all material incorporated by the Company pursuant to Rule 462 (b) of the Actreference therein, herein is hereinafter referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A ", and contained the prospectus included in the Prospectus referred Registration Statement, as supplemented, among other things, to below, has become effective under reflect the Act and no post-effective amendment to the Registration Statement has been filed as terms of offering of the date of this Agreement. "Prospectus" means the form of prospectus first Offered Securities, as filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act of 1933 ("Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". No document has been or will be prepared or distributed by the Company in reliance on Rule 434 under the Act. (ii) The conditions for the use of Form S-3 by the Company in connection with the registration of the Offered Securities under the Act have been satisfied. On the effective date of the Registration Statement, the Registration Statement conformed in all respects to the requirements of the Act and the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Commission ("Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by the Selling Stockholder or by the Underwriter, if any, specifically for use therein; it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 7(c) hereof. (iii) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification. (iv) Each preliminary prospectus subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (v) The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Securities; and no person has any co-sale rights, rights of first refusal or other similar rights with regard to any Securities. (vi) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or the Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering. (vii) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act, and all rights of any persons to include securities of the Company in the Registration Statement have been fully satisfied by the inclusion of the Offered Securities in the Registration Statement. (viii) The Securities are listed on the Nasdaq Stock Market's National Market. (ix) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and such as may be required under state securities laws. (x) The execution, delivery and performance of this Agreement, and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary. (xi) This Agreement has been duly authorized, executed and delivered by the Company. (xii) Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (xiii) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole ("Material Adverse Effect"). (xiv) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent, that might have a Material Adverse Effect. (xv) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "intellectual property rights") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (xvi) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to the Company's knowledge, contemplated. (xvii) The financial statements included in the Registration Statement prior to and the time it becomes effective is herein referred to Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a "Preliminary Prospectus." Any consistent basis. All financial statements included in the materials incorporated by reference herein to the Registration Statement, any Preliminary Prospectus or to into the Prospectus shall be deemed to refer to and include any supplements or amendments theretoincluded in the Registration Statement for purposes of this subsection. (xviii) Except as disclosed in the Prospectus, filed with the Commission after since the date of filing the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Prospectus under Rules 424(b) or 430ACompany and its subsidiaries taken as a whole, and prior there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (xix) The Company is not and, after giving effect to the termination offering and sale of the offering Offered Securities, will not be an "investment company" as defined in the Investment Company Act of 1940. (xx) To the extent that the Company uses such information for business purposes, the Company is the owner or joint owner of or has a valid license to use all individually identifiable personal information ("IIPI") relating to customers, former customers, prospective customers, consumers, former consumers, prospective consumers, employees, former employees or prospective employees of the Shares Company. For purposes of this Agreement, "IIPI" shall mean any information relating to an identified or identifiable natural person. The Company's collection and use of such IIPI complies and, since the inception of the Company, has complied with the Company's privacy policy and all applicable state, federal and foreign policy laws and any third-party contract or industry standard relating to privacy. (b) The Selling Stockholder represents and warrants to, and agrees with, the Underwriter and the Company that: (i) The Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Offered Securities to be delivered by the UnderwritersSelling Stockholder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by the Selling Stockholder on such Closing Date hereunder; and upon the delivery of and payment for the Offered Securities on each Closing Date hereunder the Underwriter, assuming no notice thereto of adverse claims, will acquire valid and unencumbered title to the Offered Securities to be delivered by the Selling Stockholder on such Closing Date. (ii) On the effective date of the Registration Statement, the Registration Statement conformed in all respects to the requirements of the Act and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing only applies to statements in or omissions from any such documents relating to the Selling Stockholder which are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder specifically for use therein and does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by the Underwriter, if any, specifically for use therein; it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 7(c) hereof. (iii) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Selling Stockholder and any person that would give rise to a valid claim against the Company or the Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering. (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Selling Stockholder for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and such as may be required under state securities laws; (v) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Selling Stockholder or any of its properties or any agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the properties of the Selling Stockholder is subject, except, in each case, for breaches and violations that would not materially and adversely affect the consummation by the Selling Stockholder of the transactions contemplated by this Agreement, or the charter or by-laws of the Selling Stockholder. (vi) This Agreement has been duly authorized, executed and delivered by the Selling Stockholder.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 S-3 (File No. 333-3741047572) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and either (i) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 (the "Act") and no is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment amendment. The Company has complied with the conditions for the use of Form S-3 under the Act. If such registration statement (the "initial registration statement") has been declared effective, either (i) an additional registration statement (the "additional registration statement") relating to the Registration Statement has Offered Securities may have been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b462(b) ("Rule 462(b). Each preliminary prospectus included in ") under the Registration Statement prior Act and, if so filed, has become effective upon filing pursuant to such Rule, and the Offered Securities all have been duly registered under the Act pursuant to the time it becomes effective initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is herein referred proposed to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of pursuant to Rule 462(b) and will become effective upon filing of the Prospectus under Rules 424(b) or 430Apursuant to such Rule, and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the termination execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the offering additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the Shares initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (i) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Underwriters.Commission or has become effective upon filing pursuant to Rule 462(c), or (ii) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commis-

Representations and Warranties of the Company and the Selling Stockholder. (aA) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ia) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 F-1 (File No. 333-37410138710) with respect to (“initial registration statement”) covering the Shares has been prepared by registration of the Company in conformity with the requirements of Offered Securities under the Securities Act of 1933, as amended (the "“Act"”), and including a related preliminary prospectus or prospectuses. The Company may also have filed, or may file with the Rules and Regulations Commission an additional registration statement (“additional registration statement”) covering the "Rules and Regulations"registration of Offered Securities pursuant to Rule 462(b) (“Rule 462(b)”) under the Act. “Initial Registration Statement” as of any time means the Securities and Exchange Commission (initial registration statement, in the "Commission") thereunder and has been form then filed with the Commission, including all information contained in the additional registration statement (if any) and then deemed to be a part of the initial registration statement pursuant to the General Instructions of Form F-1 and all information (if any) included in a prospectus then deemed to be a part of the initial registration statement pursuant to Rule 430C (“Rule 430C”) under the Act or retroactively deemed to be a part of the initial registration statement pursuant to Rule 430A(b) (“Rule 430A(b)”) under the Act and that in any case has not then been superseded or modified. Copies “Additional Registration Statement” as of such any time means the additional registration statement, in the form then filed with the Commission, including any amendments thereto, the preliminary prospectuses (meeting the requirements contents of the Rules and Regulations) contained Initial Registration Statement incorporated by reference therein and including all information (if any) included in a prospectus then deemed to be a part of the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any additional registration statement filed by the Company pursuant to Rule 462 (b) 430C or retroactively deemed to be a part of the Act, additional registration statement pursuant to Rule 430A(b) and that in any case has not then been superseded or modified. The Initial Registration Statement and the Additional Registration Statement are herein referred to collectively as the "“Registration Statements” and individually as a “Registration Statement," which ”. “Registration Statement” as of any time means the Initial Registration Statement and any Additional Registration Statement as of such time. For purposes of the foregoing definitions, information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement pursuant to Rule 430A shall be deemed considered to include all information omitted therefrom be included in reliance upon such Registration Statement as of the time specified in Rule 430A 430A. As of the time of execution and contained in delivery of this Agreement, the Prospectus referred to below, Initial Registration Statement has become been declared effective under the Act and no post-effective amendment is not proposed to the be amended. Any Additional Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed or will become effective upon filing with the Commission pursuant to Rule 424(b)462(b) and is not proposed to be amended. Each preliminary prospectus included in The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement, “Effective Time” with respect to the Initial Registration Statement or, if filed prior to the execution and delivery of this Agreement, the Additional Registration Statement means the date and time it becomes as of which such Registration Statement was declared effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with by the Commission after the date of or has become effective upon filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.pursuant

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-37410) with respect to No order preventing or suspending the Shares use of any Preliminary Prospectus has been prepared issued by the Company Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in conformity all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by Pxxxx Xxxxxxx, or by any Underwriter through Pxxxx Xxxxxxx, specifically for use in the preparation thereof. (ii) As of the "Rules and Regulations"time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Rules and Exchange Commission Regulations increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the "Commission"Prospectus) thereunder and has been filed with at the Commission. Copies of such registration statementFirst Closing Date and Second Closing Date (each as hereinafter defined), including any amendments thereto(A) the Registration Statement and the Prospectus (in each case, the preliminary prospectuses (meeting as so amended and/or supplemented) conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) contained the Registration Statement (as so amended) did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the exhibitsProspectus (as so supplemented) did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, financial in light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and schedulesin conformity with, as finally amended and revised, have heretofore been delivered by written information furnished to the Company to you. Such registration statementby Pxxxx Xxxxxxx, together with or by any registration statement filed by the Company pursuant to Rule 462 (b) of the ActUnderwriter through Pxxxx Xxxxxxx, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained specifically for use in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to preparation thereof. If the Registration Statement has been filed declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. (iii) Neither (A) the Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the date Time of this AgreementSale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. "Prospectus" means the form of prospectus first filed with the Commission pursuant The preceding sentence does not apply to Rule 424(b). Each preliminary prospectus statements in or omissions from any Statutory Prospectus included in the Registration Statement prior or any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, Company by Pxxxx Xxxxxxx or by any Preliminary Prospectus or to the Prospectus shall be deemed to refer to Underwriter through Pxxxx Xxxxxxx specifically for use therein. As used in this paragraph and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-37410) with respect 109570), including a prospectus, relating to the Shares Offered Securities has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("COMMISSION") and become effective under the Securities Act of 1933, as amended (the "ActACT"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by as amended up until the Company pursuant to Rule 462 (b) of the Actdate hereof, herein is hereinafter referred to as the "Registration Statement," which shall be deemed ", and the prospectus included in such Registration Statement, as supplemented to include all information omitted therefrom in reliance upon Rule 430A and contained in reflect the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as terms of the date offering of this Agreement. "Prospectus" means the form of prospectus first Offered Securities as contemplated by Section 5(a) hereof, as filed with the Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(b). Each preliminary prospectus included in ") under the Registration Statement prior to the time it becomes effective Act, including all material incorporated by reference therein, is herein hereinafter referred to as a the "Preliminary ProspectusPROSPECTUS". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act." Any reference herein to (ii) On the effective date of the Registration Statement, any Preliminary Prospectus or the Registration Statement conformed in all material respects to the Prospectus shall be deemed to refer to requirements of the Act and the rules and regulations of the Commission thereunder ("RULES AND REGULATIONS") and did not include any supplements untrue statement of a material fact or amendments theretoomit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, filed with the Commission after and on the date of filing this Agreement, the Registration Statement conforms in all material respects to the requirements of the Prospectus under Act and the Rules 424(b) or 430Aand Regulations, and prior does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus conforms in all material respects to the termination requirements of the Act and the Rules and Regulations, and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter through the Representative, it being understood and agreed that the only such information is that described as such in Section 7(c) hereof. (iii) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"). (iv) Each subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (v) The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; all outstanding shares of capital stock of the Company, including the Offered Securities, have been validly issued, are fully paid and nonassessable and conform in all material respects to the description thereof contained in the Prospectus; and except as disclosed in the Prospectus, there are no outstanding options, warrants or other rights to subscribe for or to purchase from the Company, any securities or obligations convertible into, or any contracts or commitments with or by the Company to issue or sell, shares of the Company's capital stock or any such options, warrants, rights, convertible securities or obligations. (vi) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering, or, to the Company's knowledge, any other arrangements, agreements, understandings, payments or issuances with respect to the Company or any of its officers, directors, stockholders, partners, employees, subsidiaries or affiliates that may affect the Underwriters' compensation as determined by the National Association of Securities Dealers, Inc. (the "NASD"). (vii) Other than the agreements listed in Schedule B hereto, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act. Other than the Selling Stockholder (which exercised demand registration rights in order to cause this registered offering of the Shares Offered Securities and elected not to include in this offering all of the Securities it owns), each such person either (A) does not have, or has waived any rights to require the Company to include any securities in the Securities registered pursuant to the Registration Statement or (B) has the ability to sell 100% of such person's securities pursuant to Rule 144(k) of the Act. (viii) The Offered Securities have been approved for listing on The NASDAQ Stock Market's National Market. (ix) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities by the UnderwritersSelling Stockholder, except such as have been obtained and made under the Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and such as may be required by the NASD and under state securities laws. (x) The execution, delivery and performance of this Agreement and the sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, (B) any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, except for such breaches, violations or defaults that would not result in a Material Adverse Effect, or (C) the charter or by-laws of the Company or any such subsidiary. (xi) This Agreement has been duly authorized, executed and delivered by the Company. (xii) Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (xiii) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (xiv) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that would reasonably be expected to have a Material Adverse Effect. (xv) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (xvi) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. (xvii) There are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to the Company's knowledge, threatened or contemplated. (xviii) The financial statements included in each Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis and the schedules included in each Registration Statement present fairly the information required to be stated therein; and the assumptions used in preparing the pro forma financial data included in each Registration Statement and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma data reflect the proper application of those adjustments to the corresponding historical financial statement amounts. (xix) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (xx) The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940. (xxi) All material Tax returns required to be filed by the Company and each of its subsidiaries have been filed and all such returns are true, complete, and correct in all material respects. All material Taxes that are due or claimed to be due from the Company and each of its subsidiaries have been paid other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by appropriate proceedings and for which, in the case of both clauses (i) and (ii), adequate reserves have been established on the books and records of the Company and its subsidiaries in accordance with GAAP. There are no proposed, material Tax assessments against the Company or any of its subsidiaries as to which the Company has been notified. To the Company's knowledge, the accruals and reserves on the books and records of the Company and its subsidiaries in respect of any material Tax liability for any taxable period not finally determined are adequate to meet any assessments of Tax for any such period. For purposes of this Agreement, the term "TAX" and "TAXES" shall mean all federal, state, local and foreign taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax, or penalties applicable thereto.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the Underwriters as followsUnderwriter that: (i) A registration statement on Form S-1 S-3 (File No. 333-37410) with respect 114471), including a prospectus, relating to the Shares Offered Securities has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("COMMISSION") and become effective under the Securities Act of 1933, as amended (the "ActACT"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together as amended up until the date hereof, is hereinafter referred to as the "REGISTRATION STATEMENT", and the prospectus included in such Registration Statement, as supplemented to reflect the terms of the offering of the Offered Securities as contemplated by Section 5(a) hereof, as filed with the Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(B)") under the Act, including all material incorporated by reference therein, is hereinafter referred to as the "PROSPECTUS". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (ii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder ("RULES AND REGULATIONS") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement, the Registration Statement conforms in all material respects to the requirements of the Act and the Rules and Regulations, and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus conforms in all material respects to the requirements of the Act and the Rules and Regulations, and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by the Underwriter. (iii) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification. (iv) Each subsidiary of the Company has been duly incorporated or organized and is an existing corporation or other business organization, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation or other business organization, as the case may be, in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock or other ownership interests of each subsidiary of the Company has been duly authorized and, in the case of each subsidiary that is a corporation, validly issued and is fully paid and nonassessable; and the capital stock or other ownership interest of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, other than the pledge of such capital stock and other ownership interests pursuant to the Credit and Guaranty Agreement, dated as of September 20, 2000 and as amended as of August 19, 2003, by and among the Company, Vicar Operating, Inc. (the "OPERATING COMPANY"), Goldman Sachs Credit Partners, L.X., as sole lead arranger and sole syndication agent, Wells Fargo Bank, X.X., as administrative agent, and the guarantors and lenders named therein. (v) All outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and nonassessable and conform to the description thereof contained in the Prospectus. Except as disclosed in the Prospectus, there are no outstanding options, warrants or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Company's capital stock or any such options, warrants, rights, convertible securities or obligations. (vi) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or the Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering, or, to the Company's knowledge, any other arrangements, agreements, understandings, payments or issuances with respect to the Company that may affect the Underwriter's compensation as determined by the National Association of Securities Dealers, Inc. (the "NASD"). (vii) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person, other than the Stockholders Agreement, dated as of September 20, 2000 and as amended on November 27, 2001 and January 9, 2003 (the "STOCKHOLDERS AGREEMENT"), by and among the Company and the stockholders listed therein, or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or, other than the Stockholders Agreement, in any securities being registered pursuant to any other registration statement filed by the Company pursuant to Rule 462 under the Act. (bviii) In connection with the filing of the Act, herein referred to as the "Registration Statement," which shall be deemed to include , the Company has complied in all information omitted therefrom in reliance upon Rule 430A and contained material respects with the terms of the registration rights set forth in the Prospectus referred to belowStockholders Agreement. (ix) No consent, has become effective approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities, except such as have been obtained and made under the Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and such as may be required by the NASD and under state securities laws. (x) The Offered Securities have been approved for listing on The Nasdaq Stock Market's National Market. (xi) The execution, delivery and performance of this Agreement by the Company will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or the charter or by-laws or other organizational documents of any such subsidiary. (xii) This Agreement has been duly authorized, executed and delivered by the Company. (xiii) Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other material properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no post-effective amendment exceptions that would materially interfere with the use made or to be made thereof by them. (xiv) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the Registration Statement has been filed as revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the date of this Agreement. Company and its subsidiaries taken as a whole ("Prospectus" means the form of prospectus first filed MATERIAL ADVERSE EFFECT"). (xv) No labor dispute with the Commission employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (xvi) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (xvii) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to Rule 424(bany environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. (xviii) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the provision of veterinary medical care by business corporations (collectively, "VETERINARY MEDICINE LAWS"). Each preliminary prospectus , or is subject to any claim relating to any veterinary medicine laws, which violation or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. (xix) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and no such actions, suits or proceedings are threatened or, to the Company's knowledge, contemplated. (xx) The financial statements included in the Registration Statement prior and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis and the schedules included in the Registration Statement present fairly the information required to be stated therein; and the assumptions used in preparing the pro forma financial data included in the Registration Statement and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the time it becomes effective is herein referred transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma data reflect the proper application of those adjustments to the corresponding historical financial statement amounts. (xxi) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a "Preliminary whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock." Any reference herein (xxii) The Company is subject to the Registration Statement, any Preliminary Prospectus reporting requirements of either Section 13 or to Section 15(d) of the Prospectus shall be deemed to refer to Exchange Act and include any supplements or amendments thereto, filed files reports with the Commission after on the date Electronic Data Gathering, Analysis, and Retrieval (EDGAR) System. (xxiii) Thx Xxxpany is not an "investment company" as defined in the Investment Company Act of filing 1940. (xxiv) All material Tax returns required to be filed by the Company and each of its subsidiaries have been filed and all such returns are true, complete, and correct in all material respects. All material Taxes that are due or claimed to be due from the Company and each of its subsidiaries have been paid other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by appropriate proceedings and for which, in the case of both clauses (i) and (ii), adequate reserves have been established on the books and records of the Prospectus under Rules 424(b) Company and its subsidiaries in accordance with GAAP. There are no material Tax assessments proposed in writing against the Company or 430Aany of its subsidiaries. To the Company's knowledge, the accruals and reserves on the books and records of the Company and its subsidiaries in respect of any material Tax liability for any taxable period not finally determined are adequate to meet any assessments of Tax for any such period. For purposes of this Agreement, the term "TAX" and "TAXES" shall mean all federal, state, local and foreign taxes, and prior other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to the termination of the offering of the Shares by the Underwriterstax, or penalties applicable thereto.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-3741082997) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission ("COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 ("ACT") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "CommissionINITIAL REGISTRATION STATEMENT") thereunder has been declared effective, either (A) an additional registration statement (the "ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("RULE 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement, or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the CommissionCommission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("RULE 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). Copies For purposes of this Agreement, "EFFECTIVE TIME" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement, means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such which such registration statement, together with any registration statement or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Company Commission or has become effective upon filing pursuant to Rule 462 462(c), or (bB) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "EFFECTIVE TIME" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "EFFECTIVE DATE" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("RULE 430A(b)") under the Act, herein is hereinafter referred to as the "Registration Statement," which shall be INITIAL REGISTRATION STATEMENT". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A and contained in the Prospectus 430A(b), is hereinafter referred to below, has become effective under as the Act and no post-effective amendment to the "ADDITIONAL REGISTRATION STATEMENT". The Initial Registration Statement has been filed and the Additional Registration are hereinafter referred to collectively as of the date of this Agreement"REGISTRATION STATEMENTS" and individually as a "REGISTRATION STATEMENT". "Prospectus" means the The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(b). Each preliminary prospectus ") under the Act or (if no such filing is required) as included in the a Registration Statement prior to the time it becomes effective Statement, is herein hereinafter referred to as a the "Preliminary ProspectusPROSPECTUS". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants the Selling Stockholder, jointly and severally, represent and warrant to each of the several Underwriters as followsthat: (ia) A registration statement on Form S-1 (File No. 333-3741014001) with respect to the Common Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules rules and Regulations regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder thereunder, and has been filed with the Commission. Copies The Company has prepared and has filed or proposes to file prior to the effective date of such registration statement an amendment or amendments to such registration statement, which amendment or amendments have been or will be similarly prepared. There have been delivered to you two signed copies of such registration statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such registration statement and amendments (but without exhibits) and of the related preliminary prospectus have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, including any amendments a further amendment thereto, including the preliminary prospectuses form of final prospectus, or (meeting the requirements ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations) contained therein . As filed, such amendment and form of final prospectus, or such final prospectus, shall include all Rule 430A Information and, except to the exhibitsextent that you shall agree in writing to a modification, financial statements shall be in all substantive respects in the form furnished to you prior to the date and schedules, as finally amended time that this Agreement was executed and revised, have heretofore been delivered by the Company parties hereto, or, to you. Such registration statementthe extent not completed at such date and time, together with any registration statement filed by the Company pursuant to Rule 462 shall contain only such specific additional information and other changes (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and beyond that contained in the Prospectus referred to below, has become effective under latest preliminary prospectus) as the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus Company shall have previously advised you in writing would be included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectusor made therein." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters Underwriter as follows:: 2 (i) A registration statement on Form S-1 (File No. 333-37410333-____) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to youthe Underwriter. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means (i) the form of prospectus first filed with the Commission pursuant to Rule 424(b)) or (ii) the last preliminary prospectus included in the Registration Statement filed prior to the time it becomes effective or filed pursuant to Rule 424(a) under the Act that is delivered by the Company to the Underwriter for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the UnderwritersUnderwriter.

Representations and Warranties of the Company and the Selling Stockholder. The Company and the Selling Stockholder hereby jointly and severally represent and warrant to, and agree with, each of the Underwriters as of the date hereof, and as of the Closing Date (as hereinafter defined) and each Option Closing Date (as hereinafter defined), if any, as follows: (a) The Company represents has prepared and warrants to each of filed with the Underwriters as follows: Securities and Exchange Commission (ithe "Commission") A a registration statement statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-37410) with respect 72209), including any related preliminary prospectus ("Preliminary Prospectus"), for the registration of the Firm Securities, the Option Securities, the Representatives' Warrants and the Representatives' Securities (collectively, hereinafter referred to as the Shares has been prepared by the Company in conformity with the requirements of "Securities"), under the Securities Act of 1933, as amended (the "Act"), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the Rules rules and Regulations regulations (the "Rules and Regulations") of the Securities Commission under the Act. The Company will promptly file a further amendment to said registration statement in the form heretofore delivered to the Underwriters and Exchange Commission (will not file any other amendment thereto to which the "Commission") thereunder and has Underwriters shall have objected in writing after having been filed furnished with a copy thereof. Except as the Commission. Copies of context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibitsprospectus, financial statements and statements, schedules, exhibits and all other documents filed as finally amended a part thereof or incorporated therein (including, but not limited to, those documents or information incorporated by reference therein) and revised, have heretofore been delivered by the Company all information deemed to you. Such registration statement, together with any registration statement filed by the Company be a part thereof as of such time pursuant to Rule 462 paragraph (b) of Rule 430(A) of the ActRegulations), herein referred to as is hereinafter called the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, is hereinafter called the "Prospectus." For purposes hereof, "Rules and Regulations" mean the rules and regulations adopted by the Commission under either the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable. (b) Neither the Commission nor, to the Company's knowledge, any state regulatory authority has issued any order preventing or suspending the use of any Preliminary Prospectus, the Registration Statement or the Prospectus or any part of any thereof and no proceedings for a stop order suspending the effectiveness of the Registration Statement or any of the Company's securities have been instituted or are pending or threatened. Each preliminary prospectus of the Preliminary Prospectus, the Registration Statement and the Prospectus at the time of filing thereof conformed with the requirements of the Act and the Rules and Regulations, and none of the Preliminary Prospectus, the Registration Statement or the Prospectus at the time of filing thereof contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein and necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty does not apply to statements made in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by or on behalf of the Underwriters expressly for use in such Preliminary Prospectus, Registration Statement or the Prospectus. (c) When the Registration Statement becomes effective and at all times subsequent thereto up to the Closing Date and each Option Closing Date, if any, and during such longer period as the Prospectus may be required to be delivered in connection with sales by the Underwriters or a dealer, the Registration Statement and the Prospectus will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations, and will conform in all material respects to the requirements of the Act and the Rules and Regulations; neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that this representation and warranty does not apply to statements made in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by or on behalf of the underwriters expressly for use in the Preliminary Prospectus, the Registration Statement or the Prospectus or any amendment thereof or supplement thereto. (d) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the state of its incorporation. Except as set forth in the Prospectus, the Company does not own an interest in any corporation, partnership, trust, joint venture or other business entity. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations require such qualification or licensing, except where the failure to be so qualified would not have a material adverse effect on the condition, financial or otherwise, or the earnings, position, prospects, stockholders' equity, value, operation, properties, business or results of operations of the Company. The Company has all requisite power and authority (corporate and other), and has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus; the Company is and has been doing business in compliance with all such authorizations, approvals, orders, licenses, certificates, franchises and permits and all federal, state, local and foreign laws, rules and regulations; and the Company has not received any notice of proceedings relating to the revocation or modification of any such authorization, approval, order, license, certificate, franchise, or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings, position, prospects, value, operation, properties, business or results of operations of the Company. The disclosures in the Registration Statement concerning the effects of federal, state, local, and foreign laws, rules and regulations on the Company's businesses as currently conducted and as contemplated are correct in all respects and do not omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made. (e) The Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, under "Capitalization" and "Description of Capital Stock" and will have the adjusted capitalization set forth therein on the Closing Date and the Option Closing Date, if any, based upon the assumptions set forth therein, and the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement and as described in the Prospectus. The Securities and all other securities issued or issuable by the Company conform or, when issued and paid for, will conform, in all respects to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The Securities are not and will not be subject to any preemptive or other similar rights of any stockholder, have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus; the holders thereof will not be subject to any liability solely as such holders; all corporate action required to be taken for the authorization, issue and sale of the Securities has been duly and validly taken; and the certificates representing the Securities will be in due and proper form. The Selling Stockholder has now and will have on the Closing Date, good, valid and marketable title to the Selling Stockholder Shares, free and clear of any liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions or equities of any kind whatsoever (collectively, "Liens"), stockholders' agreements, voting trusts or community property rights. Upon the issuance and delivery pursuant to the terms hereof of the Securities to be sold by the Company and the Selling Stockholder hereunder, the Underwriters or the Representatives, as the case may be, will acquire good and marketable title to such Securities free and clear of any Liens, stockholders' agreements, voting trusts or community property rights, other than such as may be created by the Underwriters. Other than as described in the Registration Statement and the Prospectus, there are no outstanding options, warrants, rights, or other agreements or arrangements requiring the Selling Stockholder at any time to transfer any Common Stock to be sold hereunder by the Selling Stockholder. (f) The consolidated financial statements of the Company together with the related notes and schedules thereto, included in the Registration Statement, each Preliminary Prospectus and the Prospectus fairly present the consolidated financial position, income, changes in cash flow, changes in stockholders' equity and the results of operations of the Company at the respective dates and for the respective periods to which they apply and such financial statements have been prepared in conformity with generally accepted accounting principles and the Rules and Regulations, consistently applied throughout the periods involved. The pro forma financial statements and other pro forma financial information (including the notes thereto) included in the Registration Statement prior and the Prospectus (A) present fairly, in all material respects, the information shown therein, (B) have been prepared, in all material respects, in accordance with the applicable requirements of Rule 11-02 of Regulation S-X promulgated under the Exchange Act, (C) have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements, and (D) have been properly compiled on the bases described therein, and the assumptions used in the preparation of the pro forma financial statements and other pro forma financial information and included in the Registration Statement and the Prospectus are reasonable and the adjustments used therein are appropriate to give effect to the time it becomes effective is herein transactions or circumstances referred to as therein. There has been no adverse change or development involving a "Preliminary Prospectus." Any reference herein to material prospective change in the Registration Statementcondition, any Preliminary Prospectus financial or to otherwise, or in the Prospectus shall be deemed to refer to and include any supplements earnings, position, prospects, value, operation, properties, business, or amendments theretoresults of operation of the Company whether or not arising in the ordinary course of business, filed with the Commission after since the date of filing the financial statements included in the Registration Statement and the Prospectus, and the outstanding debt, the property, both tangible and intangible, and the businesses of the Company conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus. Financial information set forth in the Prospectus under Rules 424(b) or 430Athe headings "Summary Consolidated Financial Information," "Selected Consolidated Financial Information," "Capitalization," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," fairly present, on the basis stated in the Prospectus, the information set forth therein, and prior to the termination have been derived from or compiled on a basis consistent with that of the offering of audited consolidated financial statements included in the Shares by the UnderwritersProspectus.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Selling Stockholder jointly and severally represent and warrant to, and agree with, the several Underwriters as follows: (i) A No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and no proceedings for such purpose are pending before or, to the Company's knowledge, threatened by the Commission, and each Preliminary Prospectus, at the time of filing thereof, did not contain an untrue statement of a material fact or omit to state a material fact (ii) As of the time the Registration Statement (or any post-effective amendment thereto, including a registration statement on Form S-1 (File No. 333-37410if any) with respect filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act) is or was declared effective by the Commission, upon the filing or first delivery to the Shares Underwriters of the Prospectus (or any supplement to the Prospectus (including any term sheet meeting the requirements of Rule 434 of the Rules and Regulations)) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been prepared declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission. (iii) The Company manages the business operations of each of North Texas Medical Surgical, P.A., Cullman Family Practice, P.C., Family Medical Clinic, P.C., Morgxx-Xxxxx, X.S.C., HealthFirst Services, Inc. and Tarrant Family Practice, P.A., Abilene Diagnostic Clinic Practices, King's Daughters Clinic, P.A., and Western Medical Management Corp., Inc. (collectively, the "Acquired Companies") but does not manage the business operations of any other professional association or other business. (iv) The financial statements of the Company, together with the notes thereto, set forth in conformity the Registration Statement and Prospectus comply in all material respects with the requirements of the Securities Act of 1933, as amended (and fairly present the "Act"), and the Rules and Regulations (the "Rules and Regulations") financial condition of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date dates indicated and the results of this Agreement. "Prospectus" means operations and changes in cash flows for the form of prospectus first filed periods therein specified in conformity with generally accepted accounting principles consistently applied throughout the Commission pursuant to Rule 424(bperiods involved (except as otherwise stated therein). Each preliminary prospectus ; and the supporting schedules included in the Registration Statement prior present fairly the information required to be stated therein. The financial statements of each of the Acquired Companies, together with the notes thereto, set forth in the Registration Statement and Prospectus comply in all material respects with the requirements of the Act and fairly present the financial condition of each Acquired Company as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise stated therein). No other financial statements or schedules are required to be (v) Each of the Company, its subsidiaries and the Acquired Companies has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company, its subsidiaries and the Acquired Companies has full corporate power and authority to own, lease and operate its properties and conduct its business as currently being carried on and as described in the Registration Statement and Prospectus, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have a material adverse effect upon its business, condition (financial or otherwise) or properties, taken as a whole. Prior to the time it becomes Closing, the merger of ProMedCo., Inc., a Texas corporation, with and into the Company became effective under the laws of the States of Texas and Delaware. (vi) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is herein referred given in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries nor any of the Acquired Companies has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company, any of its subsidiaries or any of the Acquired Companies, or any material adverse change, or any development involving a prospective material adverse change, in the general affairs, condition (financial or otherwise), business, key personnel, property, prospects, net worth or results of operations of the Company, its subsidiaries and the Acquired Companies, taken as a "Preliminary whole. (vii) Except as set forth in the Prospectus, there is not pending or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company, any of its subsidiaries or any of the Acquired Companies is a party before or by any court or governmental agency, authority or body, or any arbitrator, which might result in any material adverse change in the condition (financial or otherwise), business, prospects, net worth or results of operations of the Company and its subsidiaries and the Acquired Companies, taken as a whole." Any reference herein (viii) There are no contracts or documents of the Company, any of its subsidiaries or any of the Acquired Companies that are required to be filed as exhibits to the Registration StatementStatement by the Act or by the Rules and Regulations that have not been so filed. (ix) This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. (x) All of the issued and outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms hereof, will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the Common Stock, conforms to the description thereof in the Registration Statement and Prospectus. Except as otherwise stated in the Registration Statement and Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Preliminary Prospectus or shares of Common Stock pursuant to the Prospectus shall be deemed Company's charter, by-laws or any agreement or other instrument to refer to and include any supplements which the Company is a party or amendments thereto, filed with by which the Commission after Company is bound. Neither the date of filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company other than such rights as have been duly waived. All of the issued and outstanding shares of capital stock of each of the Company's subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and Prospectus under Rules 424(band except for any directors' qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any subsidiary of the Company. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the Prospectus. (xi) or 430AEach of the Company, its subsidiaries and the Acquired Companies holds, and prior is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates (including, without limitation, certificates of need) and (xii) The Company, its subsidiaries and the Acquired Companies have good and marketable title to all property described in the Registration Statement and Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Registration Statement and the Prospectus; the property held under lease by the Company, its subsidiaries and the Acquired Companies is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company, its subsidiaries or the Acquired Companies; each of the Company, its subsidiaries and the Acquired Companies owns or possesses all patents, patent applications, trademarks, service marks, tradenames, trademark registrations, service mark xxxistrations, copyrights, licenses, inventions, trade secrets and rights necessary for the conduct of the business of the Company, its subsidiaries and the Acquired Companies as currently carried on and as described in the Registration Statement and Prospectus; except as stated in the Registration Statement and Prospectus, no name which the Company, any of its subsidiaries or any of the Acquired Companies uses and no other aspect of the business of the Company, any of its subsidiaries or any of the Acquired Companies will involve or give rise to any infringement of, or license or similar fees for, any patents, patent applications, trademarks, service marks, tradenames, trademark registrations, service mark xxxistrations, copyrights, licenses, inventions, trade secrets or other similar rights of others material to the termination business or prospects of the offering Company, its subsidiaries and the Acquired Companies, taken as a whole, and neither the Company nor any of its subsidiaries nor any of the Shares Acquired Companies has received any notice alleging any such infringement or fee. (xiii) Neither the Company nor any of its subsidiaries nor any of the Acquired Companies is in violation of its respective charter or by-laws or in breach of or otherwise in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement or any other material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to which any of the Underwritersmaterial property or assets of the Company, any of its subsidiaries or any of the Acquired Companies are subject. (xiv) The Company, its subsidiaries and the Acquired Companies have filed all federal, state, local and foreign income and franchise tax returns required to be filed and are not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which the Company, any of its subsidiaries or any of the Acquired Companies is contesting in good faith. (xv) Each of the Company, its subsidiaries and the Acquired Companies has timely filed all reports required to be filed in connection with federal Medicare and applicable state Medicaid programs and due on or before the date hereof, and all such required reports are true and complete in all material respects; there are no claims, actions or appeals pending (and the Company, its subsidiaries and the Acquired Companies have not filed anything that would result in any claims, actions or appeals) before any commission, board or agency with respect to any state or federal

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the Underwriters as followsUnderwriter that: (i) A registration statement on Form S-1 S-3 (File No. 333-37410) with respect 114471), including a prospectus, relating to the Shares Offered Securities has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("COMMISSION") and become effective under the Securities Act of 1933, as amended (the "ActACT"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together as amended up until the date hereof, is hereinafter referred to as the "REGISTRATION STATEMENT", and the prospectus included in such Registration Statement, as supplemented to reflect the terms of the offering of the Offered Securities as contemplated by Section 5(a) hereof, as filed with the Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(B)") under the Act, including all material incorporated by reference therein, is hereinafter referred to as the "PROSPECTUS". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (ii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder ("RULES AND REGULATIONS") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement, the Registration Statement conforms in all material respects to the requirements of the Act and the Rules and Regulations, and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus conforms in all material respects to the requirements of the Act and the Rules and Regulations, and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by the Underwriter, it being understood and agreed that the only such information is that described as such in Section 7(c) hereof. (iii) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification. (iv) Each subsidiary of the Company has been duly incorporated or organized and is an existing corporation or other business organization, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation or other business organization, as the case may be, in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock or other ownership interests of each subsidiary of the Company has been duly authorized and, in the case of each subsidiary that is a corporation, validly issued and is fully paid and nonassessable; and the capital stock or other ownership interest of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, other than the pledge of such capital stock and other ownership interests pursuant to the Credit and Guaranty Agreement, dated as of September 20, 2000 and as amended as of August 19, 2003, by and among the Company, Vicar Operating, Inc. (the "OPERATING COMPANY"), Goldman Sachs Credit Partners, L.X., as sole lead arranger and sole syndication agent, Wells Fargo Bank, X.X., as administrative agent, and the guarantors and lenders named therein. (v) All outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and nonassessable and conform to the description thereof contained in the Prospectus. Except as disclosed in the Prospectus, there are no outstanding options, warrants or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Company's capital stock or any such options, warrants, rights, convertible securities or obligations. (vi) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or the Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering, or, to the Company's knowledge, any other arrangements, agreements, understandings, payments or issuances with respect to the Company that may affect the Underwriter's compensation as determined by the National Association of Securities Dealers, Inc. (the "NASD"). (vii) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person, other than the Stockholders Agreement, dated as of September 20, 2000 and as amended on November 27, 2001 and January 9, 2003 (the "STOCKHOLDERS AGREEMENT"), by and among the Company and the stockholders listed therein, or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or, other than the Stockholders Agreement, in any securities being registered pursuant to any other registration statement filed by the Company under the Act. (viii) In connection with the filing of the Registration Statement, the Company has complied in all material respects with the terms of the registration rights set forth in the Stockholders Agreement. (ix) The Offered Securities have been approved for listing on The Nasdaq Stock Market's National Market. (x) The execution, delivery and performance of this Agreement by the Company will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or the charter or by-laws or other organizational documents of any such subsidiary. (xi) This Agreement has been duly authorized, executed and delivered by the Company. (xii) Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other material properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (xiii) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT"). (xiv) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (xv) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (xvi) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to Rule 462 (b) of the Actany environmental laws, herein referred or is subject to as the "Registration Statement," any claim relating to any environmental laws, which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained violation, contamination, liability or claim would individually or in the Prospectus referred aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to belowsuch a claim. (xvii) Except as disclosed in the Prospectus, has become effective under neither the Act Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the provision of veterinary medical care by business corporations (collectively, "VETERINARY MEDICINE LAWS"), or is subject to any claim relating to any veterinary medicine laws, which violation or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. (xviii) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and no post-effective amendment such actions, suits or proceedings are threatened or, to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus Company's knowledge, contemplated. (xix) The financial statements included in the Registration Statement prior and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis and the schedules included in the Registration Statement present fairly the information required to be stated therein; and the assumptions used in preparing the pro forma financial data included in the Registration Statement and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the time it becomes effective is herein referred transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma data reflect the proper application of those adjustments to the corresponding historical financial statement amounts. (xx) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a "Preliminary whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock." Any reference herein (xxi) The Company is subject to the Registration Statement, any Preliminary Prospectus reporting requirements of either Section 13 or to Section 15(d) of the Prospectus shall be deemed to refer to Exchange Act and include any supplements or amendments thereto, filed files reports with the Commission after on the date of filing of the Prospectus under Rules 424(b) or 430AElectronic Data Gathering, Analysis, and prior Retrieval (EDGAR) System. (xxii) Thx Xxxpany is not an "investment company" as defined in the Investment Company Act of 1940. (xxiii) All material Tax returns required to the termination of the offering of the Shares be filed by the Underwriters.Company and each of its subsidiaries have been filed and all such returns are true, complete, and correct in all material respects. All material Taxes that are due or claimed to be due from the Company and each of its subsidiaries have been

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Selling Stockholder severally represent and warrant to, and agree with, the several Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-37410) with respect to No order preventing or suspending the Shares use of any Preliminary Prospectus has been prepared issued by the Company Commission and each Preliminary Prospectus, at the time of filing or the time of first use within the meaning of the Rules and Regulations, complied in conformity all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the "Rules and Regulations") statements therein, in the light of the Securities circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and Exchange in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) The Registration Statement and any Rule 462(b) Registration Statement were declared effective by the Commission (under the "Commission") thereunder and Act on [ ], 2007. The Company has been filed with complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Copies No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such registration statementpurpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. (iii) Each part of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time such part became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430A or otherwise under the Act), at all other subsequent times until the expiration of the Prospectus Delivery Period (as defined below), and at the First Closing Date and Second Closing Date (as hereinafter defined), and the Prospectus (or any amendment or supplement to the Prospectus, including any amendments theretoprospectus wrapper), at the preliminary prospectuses (meeting time of filing or the requirements time of first use within the meaning of the Rules and Regulations) contained therein , at all subsequent times until expiration of the Prospectus Delivery Period, and at the exhibits, financial statements First Closing Date and schedules, as finally amended Second Closing Date complied and revised, have heretofore been delivered by will comply in all material respects with the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) applicable requirements and provisions of the Act, herein referred the Rules and Regulations and the Exchange Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, or the "Registration Statement," which shall be deemed time of first use within the meaning of the Rules and Regulations, at all subsequent times until the expiration of the Prospectus Delivery Period, and at the First Closing Date and Second Closing Date, did not and will not contain any untrue statement of a material fact or omit to include all information omitted therefrom state a material fact necessary in reliance upon Rule 430A and contained order to make the statements therein, in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as light of the date of this Agreementcircumstances under which they were made, not misleading. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included The representations and warranties set forth in the Registration Statement prior two immediately preceding sentences do not apply to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to statements in or omissions from the Registration Statement, any Preliminary Prospectus Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to an Underwriter furnished to the Prospectus shall be deemed to refer to and include Company by you or by any supplements Underwriter through you, specifically for use in the preparation thereof. (iv) The pricing information issued at or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination Time of Sale and set forth on Schedule IV hereto, and the Statutory Prospectus (as hereinafter defined), all considered together (collectively, the “Time of Sale Disclosure Package”), does not include as of the offering Time of Sale any untrue statement of a material fact or omits or omitted as of the Shares Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus based upon and in conformity with written information furnished to the Company by the Underwriters.you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholder. (a) I. The Company represents and warrants to to, and agrees with, each of the Underwriters as of the date hereof, and as of the Closing Date, as defined in Section 2(c) hereof, and the Option Closing Date, as defined in Section 2(b) hereof, if any, as follows: : (ia) A registration statement on Form S-1 S-3 (File No. 333-37410) with respect to the Shares Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable Rules and Regulations (the "Rules and Regulations"as defined below) of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission; such amendments to such registration statement, and such amended prospectuses subject to completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, and such amended prospectuses subject to completion, as may hereafter be required. Copies of such registration statementstatement and each such amendment, including any amendments theretoeach such related prospectus subject to completion (collectively, the preliminary prospectuses "Preliminary Prospectuses" and individually, a "Preliminary Prospectus"), each document incorporated by reference therein and each exhibit thereto 2 have been delivered to you. For purposes hereof, "Rules and Regulations" means the rules and regulations adopted by the Commission under either the Act or the Securities Exchange Act of 1934, as amended (meeting the requirements "Exchange Act"), as applicable. If the registration statement has been declared effective under the Act by the Commission, the Company will prepare and promptly file with the Commission, pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and RegulationsRegulations under the Act or as part of a post-effective amendment to the registration statement (including a final form of prospectus), the information omitted from the registration statement pursuant to Rule 430A(a) contained therein of the Rules and Regulations under the exhibitsAct. If the registration statement has not been declared effective under the Act by the Commission, the Company will prepare and promptly file a further amendment to the registration statement, including a final form of prospectus. The term "Registration Statement" as hereinafter used in this Agreement shall mean such registration statement, including financial statements statements, schedules and schedulesexhibits in the form in which it became or becomes, as finally amended and revisedthe case may be, have heretofore been delivered by effective (including, if the Company omitted information from the registration statement pursuant to you. Such Rule 430A(a) of the Rules and Regulations under the Act, the information deemed to be a part of the registration statement at the time it became effective pursuant to Rule 430A(b) of the Rules and Regulations under the Act) and, in the event of any amendment thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment) such registration statement as so amended, together with any registration statement filed by the Company pursuant to Rule 462 (b462(b) of under the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. The term "Prospectus" means as used in this Agreement shall mean the form prospectus relating to the Shares as included in such registration statement at the time it became or becomes, as the case may be, effective, except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares that differs from the Prospectus on file with the Commission at the time the registration statement became or becomes, as the case may be, effective (whether or not such revised prospectus first is required to be filed with the Commission pursuant to Rule 424(b424(b)(3) of the Rules and Regulations under the Act). Each preliminary , the term "Prospectus" shall refer to such revised prospectus included in the Registration Statement prior to from and after the time it becomes effective is herein referred first provided to as a "Preliminary Prospectus." the Underwriters for such use, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Any reference herein to the Registration Statement, the Prospectus, any amendment or supplement thereto or any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any supplements reference herein to the terms "amend," "amendment" or amendments thereto, filed "supplement" with respect to the Registration Statement or Prospectus shall be deemed to refer to and include the filing of any document with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior deemed to the termination of the offering of the Shares be incorporated by the Underwritersreference therein.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-37410) with respect 27749), including a prospectus, relating to the Shares Offered Securities has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement, or (B) 2 such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the CommissionCommission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). Copies For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement, means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such which such registration statement, together with any registration statement or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Company Commission or has become effective upon filing pursuant to Rule 462 462(c), or (bB) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, herein is hereinafter referred to as the "Initial Registration Statement," which shall be ". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A and contained in the Prospectus 430A(b), is hereinafter referred to below, has become effective under as the Act and no post-effective amendment to the "Additional Registration Statement". The Initial Registration Statement has been filed and the Additional Registration Statement are hereinafter referred to collectively as of the date of this Agreement"Registration Statements" and individually as a "Registration Statement". "Prospectus" means the The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b). Each preliminary prospectus ") under the Act or (if no such filing is required) as included in the a Registration Statement prior to the time it becomes effective Statement, including all material incorporated by reference in such prospectus, is herein hereinafter referred to as a the "Preliminary Prospectus". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) A. The Company represents and warrants to each of to, and agrees with, the Underwriters as followsthat: (ia) A registration statement on Form S-1 (File No. 333-37410211123) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules rules and Regulations regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder thereunder, and has been filed with the Commission. Copies The Company has prepared and has filed or proposes to file prior to the effective date of such registration statement an amendment or amendments to such registration statement, which amendment or amendments have been or will be similarly prepared. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, including any amendments a further amendment thereto, including the preliminary prospectuses form of final prospectus, (meeting the requirements ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations, or (iii) contained therein a term sheet as described in and in accordance with Rules 434 and 424(b) of the exhibitsRules and Regulations (a "Term Sheet"). As filed, financial statements such amendment and schedulesform of final prospectus, or such final prospectus, or such Term Sheet, shall include all Rule 430A Information (as finally amended defined below) and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and revised, have heretofore been time that this Underwriting Agreement (this "Agreement") was executed and delivered by the Company parties hereto, or, to you. Such registration statementthe extent not completed at such date and time, together with any registration statement filed by the Company pursuant to Rule 462 shall contain only such specific additional information and other changes (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and beyond that contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "latest Preliminary Prospectus) as the Company shall have previously advised you in writing would be included or made therein." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants the Selling Stockholder represent and warrant to each the several Underwriters as of the Underwriters date hereof, as followsof the First Closing Date and, if applicable, as of the Second Closing Date, that: (ia) A registration statement on Form S-1 (File No. 333-3741026861) with respect to the Common Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules rules and Regulations regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder thereunder, and has been filed with the Commission. Copies The Company has prepared and has filed or proposes to file prior to the effective date of such registration statement and amendment or amendments to such registration statement, which amendment or amendments have been or will be similarly prepared. There have been delivered to you two signed copies of such registration statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such registration statement and amendments (but without exhibits) and of the related preliminary prospectus have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, including any amendments a further amendment thereto, including the preliminary prospectuses form of final prospectus, (meeting ii) a final prospectus in accordance with Rules 430A and 424(b) of the requirements Rules and Regulations of (iii) a term sheet (the "Term Sheet") as described in and in accordance with Rules 434 and 424(b) of the Rules and Regulations. As filed, the final prospectus, if one is used, or the Term Sheet and Preliminary Prospectus, if a final prospectus is not used, shall include all Rule 430A Information (as hereinafter defined) contained therein and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and the exhibits, financial statements time that this Agreement was executed and schedules, as finally amended and revised, have heretofore been delivered by the Company parties hereto, or, to you. Such registration statementthe extent not completed at such date and time, together with any registration statement filed by the Company pursuant to Rule 462 shall contain only such specific additional information and other changes (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and beyond that contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "latest Preliminary Prospectus) as the Representatives shall have approved." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-3741025767) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and either (A) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 ("Act") and no is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Registration Statement has Offered Securities may have been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b462(b) ("Rule 462(b). Each preliminary prospectus included in ") under the Registration Statement prior Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the time it becomes effective initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is herein referred proposed to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the date of filing of Offered Securities will all have been duly registered under the Prospectus under Rules 424(b) Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or 430Aif an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the termination execution and delivery of this Agreement, the offering of the Shares most recent amendment (if any) to each such registration statement has been declared effective by the Underwriters.the

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-37410) with respect to No order preventing or suspending the Shares use of any Preliminary Prospectus has been prepared issued by the Company Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in conformity all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the "Rules and Regulations"time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Rules and Exchange Commission Regulations increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the "Commission"Prospectus) thereunder and has been filed with at the Commission. Copies of such registration statementFirst Closing Date and Second Closing Date (as hereinafter defined), including any amendments thereto(A) the Registration Statement and the Prospectus (in each case, the preliminary prospectuses (meeting as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) contained the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the exhibitsProspectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, financial in light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and schedulesin conformity with, as finally amended and revised, have heretofore been delivered by written information furnished to the Company to by you. Such registration statement, together with or by any registration statement filed by the Company pursuant to Rule 462 (b) of the ActUnderwriter through you, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained specifically for use in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to preparation thereof. If the Registration Statement has been filed declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. (iii) The Time of Sale Disclosure Package did not, does not and will not include as of the date Time of this AgreementSale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. "Prospectus" means the form of prospectus first filed with the Commission pursuant The preceding sentence does not apply to Rule 424(b). Each preliminary prospectus statements in or omissions from any Statutory Prospectus included in the Registration Statement prior or any statements in or omissions from any such document in reliance upon, an in conformity with, written information furnished to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to Company by you, or by any Underwriter through you, specifically for use in the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to preparation thereof. As used in this paragraph and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-3741062556) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission ("COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 ("ACT") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "CommissionINITIAL REGISTRATION STATEMENT") thereunder has been declared effective, either (A) an additional registration statement (the "ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("RULE 462(B)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the CommissionCommission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("RULE 462(C)") under the Act or, in the case of the additional registration statement, Rule 462(b). Copies For purposes of this Agreement, "EFFECTIVE TIME" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such which such registration statement, together with any registration statement or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Company Commission or has become effective upon filing pursuant to Rule 462 462(c), or (bB) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "EFFECTIVE TIME" with respect to such additional registration statement means the date and time as of which such registration statement is filed and become effective pursuant to Rule 462(b). "EFFECTIVE DATE" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("RULE 430A(B)") under the Act, herein is hereinafter referred to as the "Registration Statement," which shall be INITIAL REGISTRATION STATEMENT". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A and contained in the Prospectus 430A(b), is hereinafter referred to below, has become effective under as the Act and no post-effective amendment to the "ADDITIONAL REGISTRATION STATEMENT". The Initial Registration Statement has been filed and the Additional Registration Statement are hereinafter referred to collectively as of the date of this Agreement"REGISTRATION STATEMENTS" and individually as a "REGISTRATION Statement". "Prospectus" means the The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(B). Each preliminary prospectus ") under the Act or (if no such filing is required) as included in the a Registration Statement prior to the time it becomes effective Statement, including all material incorporated by reference in such prospectus, is herein hereinafter referred to as a the "Preliminary ProspectusPROSPECTUS". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the Underwriters as followsseveral Managers that: (i) A registration statement on Form S-1 (File No. 333-3741050551) with respect relating to the Shares Offered Securities including a form of prospectus relating to the U.S. Securities and a form of prospectus relating to the International Securities being offered in the International Offering, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (i) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or, if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the CommissionCommission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). Copies For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (a) if the Company has advised CSFBL that it does not propose to amend such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such which such registration statement, together with any registration statement or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Company Commission or has become effective upon filing pursuant to Rule 462 462(c), or (b) if the Company has advised CSFBL that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised CSFBL that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, herein is hereinafter referred to as the "Initial Registration Statement," which shall be ". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A and contained in the Prospectus 430A(b), is hereinafter referred to below, has become effective under as the Act "Additional Registration Statement". The Initial Registration Statement and no post-effective amendment the Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement". The form of prospectus relating to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means U.S. Securities and the form of prospectus relating to the International Securities, each as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b). Each preliminary prospectus ") under the Act or (if no such filing is required) as included in the Registration Statement prior to the time it becomes effective is herein Statement, are hereinafter referred to as a the "Preliminary U.S. Prospectus." Any reference herein to and the Registration Statement"International Prospectus", any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430Arespectively, and prior to collectively as the termination of "Prospectuses". No document has been or will be prepared or distributed in reliance on Rule 434 under the offering of the Shares by the UnderwritersAct.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-37410333-[_________]) with respect relating to the Shares has been prepared by the Company in conformity with the requirements Offered Securities, including a form of the Securities Act of 1933, as amended prospectus (the "ActINITIAL REGISTRATION STATEMENT"), and the Rules and Regulations (the "Rules and Regulations") of has been filed with the Securities and Exchange Commission ("COMMISSION") and has been declared effective under the Securities Act of 1933 ("ACT"). If an additional registration statement (the "CommissionADDITIONAL REGISTRATION STATEMENT") thereunder relating to the Offered Securities is or will be filed with the Commission pursuant to Rule 462(b) ("RULE 462(b)") under the Act, such registration statement has or will become effective upon filing pursuant to such Rule and the Offered Securities all have been or will be upon such filing duly registered under the Act pursuant to the initial registration statement and the additional registration statement. If any post-effective amendment to either the initial registration statement or the additional registration statement has been filed with the CommissionCommission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("RULE 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). Copies For purposes of this Agreement, "EFFECTIVE TIME" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means the date and time as of which such registration statement, including any amendments theretoor the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered was declared effective by the Company Commission or has become effective upon filing pursuant to youRule 462(c). Such "EFFECTIVE TIME" with respect to an amendment or post-effective amendment to a registration statement, together with any means the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed by prior to the execution and delivery of this Agreement but the Company has advised the Representative that it proposes to file one, "EFFECTIVE TIME" with respect to such additional registration statement means the date and time as of which such registration statement is filed and become effective pursuant to Rule 462 462(b). "EFFECTIVE DATE" with respect to the initial registration statement or the additional registration statement (bif any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein and all exhibits and schedules thereto, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed under the Act, herein is hereinafter referred to as the "INITIAL REGISTRATION STATEMENT". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein, is hereinafter referred to as the "ADDITIONAL REGISTRATION STATEMENT". The Initial Registration Statement,Statement and the Additional Registration Statement are hereinafter referred to collectively as the "REGISTRATION STATEMENTS" which shall be deemed and individually as a "REGISTRATION STATEMENT". Each prospectus supplement relating to include all information omitted therefrom in reliance upon Rule 430A and contained the Offered Securities (including the above-referenced prospectus included in the Prospectus referred to belowinitial registration statement), has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(b). Each preliminary ") and as supplemented by any subsequent prospectus included in supplement under the Registration Statement prior to the time it becomes effective Act, including all material incorporated by reference therein, is herein hereinafter referred to as a the "Preliminary Prospectus." Any reference herein PROSPECTUS". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. No stop order suspending the effectiveness of the Initial Registration Statement or the Additional Registration Statement (if any), or any post-effective amendment thereto, has been issued and served on the Company, and no proceedings for that purpose are pending or, to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing knowledge of the Prospectus under Rules 424(b) or 430ACompany, and prior to the termination of the offering of the Shares threatened by the UnderwritersCommission.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-37410333-[.]) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and either (A) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 ("Act") and no is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Registration Statement has Offered Securities may have been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b462(b) ("Rule 462(b). Each preliminary prospectus included in ") under the Registration Statement prior Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the time it becomes effective initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is herein referred proposed to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the date of filing of Offered Securities will all have been duly registered under the Prospectus under Rules 424(b) Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or 430Aif an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the termination execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the offering additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the Shares by initial registration statement or, if filed prior to the Underwriters.execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants the Selling Stockholder, jointly and severally, represent and warrant to and agree with each of the Underwriters as followsthat: (ia) A registration statement on Form S-1 (File No. 333-37410) with respect the Registration Statement has heretofore become, and is, effective under the Act; no stop order of the Commission preventing or suspending the use of any Preliminary Prospectus or the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose have been instituted or, to the Shares has been prepared knowledge of the Company, are contemplated by the Company Commission; each Preliminary Prospectus, at the time of filing thereof, complied in conformity all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any each Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed distributed in connection with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares did not, as of its date, and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complied when it became effective, complies and, at the time of purchase and any additional time of purchase, will comply, in all material respects with the requirements of the Act, and the Prospectus will comply, as of its date and at the time of purchase and any additional times of purchase, in all material respects with the requirements of the Act; any statutes, regulations, contracts, related party transactions or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so described or filed as required; the Registration Statement did not when it became effective, does not and, at the time of purchase and any additional time of purchase, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus will not, as of its date and at the time of purchase and any additional time of purchase, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that neither the Company nor the Selling Stockholder make any warranty or representation with respect to any statement contained in, or any omission from, the Registration Statement or the Prospectus in reliance upon and in conformity with information concerning an Underwriter and furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in any such Preliminary Prospectus, the Registration Statement or the Prospectus; the Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act; and the Company has not distributed and will not distribute any “prospectus” (within the meaning of the Act) or offering material in connection with the offering or sale of the Shares other than the then most recent Preliminary Prospectus, the Registration Statement and the then most recent Prospectus; (b) after giving effect to the transactions contemplated by this Agreement and the Transaction Documents, the Company will have an authorized and outstanding capitalization as set forth in the section of the Registration Statement and the Prospectus entitled “Capitalization” under the column “As Adjusted”; all of the issued and outstanding shares of capital stock, including the Common Stock, of the Company have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; no further approval or authority of the stockholders or the Board of Directors of the Company is required for the issuance and sale of the Shares as contemplated hereby or by the Underwriters.Memoranda of Agreement; and the Shares are duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the New York Stock Exchange (the “NYSE”); (c) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Xxxxxxxx Islands, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement and the Prospectus, to execute and deliver this Agreement and to issue, sell and deliver the Shares as contemplated hereby and by the Memoranda of Agreement; (d) the Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect; as used herein, “Material Adverse Effect” means a material adverse effect on (i) the business, properties, financial condition, results of operations or prospects of either the predecessor to the Company (the “Predecessor”) or the Company and the Subsidiaries taken as a whole, (ii) any of the Vessels, (iii) the validity of any of the Transaction Documents or the consummation of the transactions contemplated by any of the Memoranda of Agreement or (iv) the ability of any party to perform under any Transaction Document;

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as follows: (i) A registration statement on Form S-1 The Time of Sale Disclosure Package (File No. 333-37410as defined below) with respect to at the Shares has been prepared by the Company Time of Sale (as defined below) complied in conformity all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the "Rules and Regulations") statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Time of Sale Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). (ii) The Original Registration Statement was initially declared effective by the Commission under the Securities and Exchange Commission (the "Commission") thereunder and Act on November 23, 2009. The Company has been filed with complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. Copies No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such registration statementpurpose have been instituted or are pending or, including to the best knowledge of the Company, are contemplated or threatened by the Commission. (iii) Each part of the Registration Statement, any amendments Rule 462(b) Registration Statement and any post-effective amendment thereto, at the preliminary prospectuses time such part became effective (meeting including each deemed effective date with respect to the requirements Underwriters pursuant to Rule 430B or otherwise under the Securities Act), at all other subsequent times until the expiration of the Prospectus Delivery Period (as defined below), and at the First Closing Date and the Second Closing Date (as hereinafter defined), as the case may be, and the Prospectus, at the time of filing or the time of first use within the meaning of the Rules and Regulations) contained therein , at all subsequent times until expiration of the Prospectus Delivery Period, and at the First Closing Date and the exhibits, financial statements and schedulesSecond Closing Date, as finally amended the case may be, complied and revised, have heretofore been delivered by will comply in all material respects with the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) applicable requirements and provisions of the Securities Act, herein referred the Rules and Regulations and the Exchange Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until the expiration of the Prospectus Delivery Period, and at the First Closing Date and the Second Closing Date, as the "Registration Statement," which shall be deemed case may be, did not and will not contain any untrue statement of a material fact or omit to include all information omitted therefrom state a material fact necessary in reliance upon Rule 430A and contained order to make the statements therein, in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as light of the date of this Agreementcircumstances under which they were made, not misleading. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included The representations and warranties set forth in the Registration Statement prior two immediately preceding sentences do not apply to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to statements in or omissions from the Registration Statement, any Preliminary Prospectus Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, made in reliance upon and in conformity with written information relating to an Underwriter furnished to the Prospectus shall be deemed to refer to Company by any Underwriter through the Representative specifically for use therein; it being understood and include agreed that the only such information furnished by any supplements or amendments thereto, filed with the Commission after the date of filing Underwriter consists of the Prospectus under Rules 424(binformation described as such in Section 6(g). (iv) Neither (A) any Issuer General Free Writing Prospectus(es) issued at or 430A, and prior to the termination Time of Sale and set forth on Schedule III, the information set forth on Schedule IV and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the offering Time of Sale any untrue statement of a material fact or omit or omitted as of the Shares Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriters.Representative specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 SB-2 (File No. 333-37410333-______) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b462(b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means (a) the form of prospectus first filed with the Commission pursuant to Rule 424(b)) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time it becomes effective or filed pursuant to Rule 424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters."

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ia) A registration statement on Form S-1 (File No. 333-37410333- 31396) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and either (i) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 ("Act") and no is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment amendment. If such registration statement ("initial registration statement") has been declared effective, either (i) an additional registration statement ("additional registration statement") relating to the Registration Statement has Offered Securities may have been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b462(b) ("Rule 462(b). Each preliminary prospectus included in ") under the Registration Statement prior Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the time it becomes effective initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is herein referred proposed to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (i) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (ii) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of filing the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.initial registration

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters and, subject to the provisions of the Registration Rights Agreement, the Selling Stockholder, as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-37410227952) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "“Act"”), and the Rules rules and Regulations regulations (the "“Rules and Regulations"”) of the Securities and Exchange Commission (the "“Commission"”) thereunder and thereunder, has been filed with the CommissionCommission and became effective on November 5, 2018. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3, including the transaction requirements set forth in General Instruction I.B.1 of such form. Such registration statement meets the requirements of Rule 415(a)(1)(x) under the Act and complies in all material respects with said rule. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses base prospectus (meeting the requirements of the Rules and Regulations) contained therein (the “Base Prospectus”) and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company made available to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 462(b) under the Act (b“Rule 462(b) of the ActRegistration Statement”), is herein referred to as the "“Registration Statement," ” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no . No post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "“Prospectus" ” means the form of Base Prospectus together with the final prospectus first supplement filed with the Commission pursuant to and within the time limits described in Rule 424(b)) under the Act. Each Any preliminary prospectus included in the Registration Statement prior relating to the time it becomes effective Shares, including any preliminary prospectus supplement relating to the Shares filed with the Commission, together with the Base Prospectus is herein referred to as a "“Preliminary Prospectus." ” Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus the Preliminary Prospectus, as the case may be, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus final prospectus supplement under Rules Rule 424(b) or 430Aunder the Act, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to to, and agrees with, each of the Underwriters as followsUnderwriters, the Trust and the Selling Stockholder that: (i) A registration statement on Form S-1 S-3 (File No. 333-3741047572) with in respect of the shares of Common Stock deliverable pursuant to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended Contract (the "ActContract Shares"), and the Rules and Regulations (the "Rules and Regulations") of has been filed with the Securities and Exchange Commission (the "Commission") thereunder and either (i) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 (the "Act") and no is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment amendment. The Company has complied with the conditions for use of Form S-3 under the Act. If such registration statement (the "initial Company registration statement") has been declared effective, either (i) an additional registration statement (the "additional Company registration statement") relating to the Registration Statement has Contract Shares may have been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b462(b) ("Rule 462(b). Each preliminary prospectus included in ") under the Registration Statement prior Act and, if so filed, has become effective upon filing pursuant to such Rule, and the Contract Shares all have been duly registered under the Act pursuant to the time it becomes effective initial Company registration statement and, if applicable, the additional Company registration statement or (ii) such an additional Company registration statement is herein referred proposed to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of pursuant to Rule 462(b) and will become effective upon filing of the Prospectus under Rules 424(b) or 430Apursuant to such Rule, and prior upon such filing the Contract Shares will all have been duly registered under the Act pursuant to the termination of initial Company registration statement and such additional Company registration statement. If the offering of Company does not propose to amend the Shares by the Underwriters.initial Company registration statement or if an 3 -3-

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-3741075963) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and either (A) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 ("Act") and no is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Registration Statement has Offered Securities may have been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b462(b) ("Rule 462(b). Each preliminary prospectus included in ") under the Registration Statement prior Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the time it becomes effective initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is herein referred proposed to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the date of filing of Offered Securities will all have been duly registered under the Prospectus under Rules 424(b) Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or 430Aif an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the termination execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the offering additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the Shares by initial registration statement or, if filed prior to the Underwriters.execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-37410333-________) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means (a) the form of prospectus first filed with the Commission pursuant to Rule 424(b), or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time it becomes effective or filed pursuant to Rule 424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters."

Representations and Warranties of the Company and the Selling Stockholder. The Company and the Selling Stockholder, jointly and severally, represent and warrant to and agree with each of the Underwriters that: (a) The Company represents and warrants to each Registration Statement (excluding for this purpose any Rule 462 Registration Statement) has become effective; no stop order suspending the effectiveness of the Underwriters as follows:Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (i) A The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph (b) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information furnished to the Company in writing by any Underwriter through you expressly for use therein. (c) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, financial position, stockholders’ equity or result of operations, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement). (d) The preliminary prospectus dated December 13, 2004 filed as part of the registration statement relating to the Shares and any preliminary prospectus filed as part of any subsequent amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. (e) The statements set forth in the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Company’s capital stock, and under the captions “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders” and “Underwriters”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects. (f) To the knowledge of the Company and the Selling Stockholder, Ernst & Young LLP, who have certified certain financial statements of the Company, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder. (g) Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) forming part of Regulation S-X under the Securities Act, except that the determination of whether a subsidiary is a significant subsidiary shall be made as of the date hereof or as of the Closing Date, as applicable, rather than as of the end of the relevant fiscal year) (each, a “Significant Subsidiary”) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, except where the failure to be so qualified would not have a material adverse effect on Form S-1 the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries considered as one enterprise (File No. 333a “Material Adverse Effect”). (h) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company. (i) On the Closing Date (as defined in Section 5 hereof), the Company will have an authorized capitalization as set forth in the Prospectus, and all of the outstanding shares of capital stock of the Company (including the Shares) will have been duly and validly authorized and issued and will be fully paid and non-37410assessable. (j) All of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except as described in the Prospectus and except to the extent that any failure of such shares to be free and clear of all liens, encumbrances, equities or claims would not, individually or in the aggregate, have a Material Adverse Effect. (k) The Shares are duly authorized for listing on the New York Stock Exchange, subject to notice of issuance. (l) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in each case other than with respect to such Certificate of Incorporation or Bylaws, for any such conflict, breach, violation or default which would not, individually or in the Shares has been prepared aggregate, have a Material Adverse Effect and would not impair the Company’s ability to perform its obligations hereunder or have any material adverse effect upon the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the performance by the Company in conformity with of its obligations under this Agreement, except for such consents, approvals, authorizations, registrations or qualifications as (i) have been, or will have been prior to the requirements of Closing Date, obtained under the Securities Act or the Securities Exchange Act of 19331934, as amended (the "“Exchange Act"), and the Rules and Regulations ”) or (the "Rules and Regulations"ii) of the Securities and Exchange Commission (the "Commission") thereunder and has been filed may be required under state securities or Blue Sky laws in connection with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules purchase and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering distribution of the Shares by the Underwriters. (m) Neither the Company nor any of its Significant Subsidiaries is in violation of its Certificate of Incorporation or Bylaws or other constituent documents, as applicable, or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for any such violation or default which would not, individually or in the aggregate, have a Material Adverse Effect. (n) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect; and, to the best of the Company’s and the Selling Stockholder’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (o) The Company is not, and after giving effect to the offering and sale of the Shares, will not be, an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). (p) Except as set forth in the Prospectus, the Company and its Significant Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect. (q) Except as set forth in the Prospectus, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect. (r) Except as described in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement. (s) The Company and its Significant Subsidiaries have good and marketable title to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and would not, individually or in the aggregate, have a Material Adverse Effect; and any real property and buildings held under lease by the Company and its Significant Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Prospectus and except as would not, individually or in the aggregate, have a Material Adverse Effect. (t) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company or any of its subsidiaries nor the Selling Stockholder has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Affect. (u) No labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the Prospectus, or, to the knowledge of the Company, is imminent, except such as would not have a Material Adverse Effect; and neither the Company nor the Selling Stockholder is aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. (v) The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent in the businesses in which they are engaged (such businesses are as described in the Prospectus); and neither the Company nor the Selling Stockholder has any reason to believe that the Company will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its businesses at a cost that would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, except as described in the Prospectus. (w) The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Prospectus. (x) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (y) Except as described in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) the Company and its subsidiaries have not incurred any liability or obligation, direct or contingent, nor entered into any transaction not in the ordinary course of business, except such as would not have a Material Adverse Effect; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries. (z) Prior to the date hereof, neither the Company nor any of its affiliates has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants the Selling Stockholder, jointly and severally, represent and warrant to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-3741060065) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ActACT"), and the Rules and Regulations (the "Rules and RegulationsRULES AND REGULATIONS") of the Securities and Exchange Commission (the "CommissionCOMMISSION") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b462(b) of the ActAct and post-effective amendments no. 1 and no. 2 filed with the Commission on June 8, 1999 and June 9, 1999 (the "POST-EFFECTIVE AMENDMENTS"), herein referred to as the "Registration StatementREGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and and, except for the Post-Effective Amendments, no other post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "ProspectusPROSPECTUS" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-3741050551) with respect relating to the Shares Offered Securities including a form of prospectus relating to the U.S. Securities and a form of prospectus relating to the International Securities being offered in the International Offering has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the CommissionCommission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). Copies For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such which such registration statement, together with any registration statement or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Company Commission or has become effective upon filing pursuant to Rule 462 462(c), or (bB) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, herein is hereinafter referred to as the "Initial Registration Statement,." which shall be The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A and contained in the Prospectus 430A(b), is hereinafter referred to below, has become effective under as the Act "Additional Registration Statement." The Initial Registration Statement and no post-effective amendment the Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." The form of prospectus relating to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means U.S. Securities and the form of prospectus relating to the International Securities, each as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b). Each preliminary prospectus ") under the Act or (if no such filing is required) as included in the Registration Statement prior to the time it becomes effective is herein Statement, are hereinafter referred to as a the "Preliminary U.S. Prospectus" and the "International Prospectus," respectively, and collectively as the "Prospectuses." Any reference herein to No document has been or will be prepared or distributed in reliance on Rule 434 under the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the UnderwritersAct.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-3741069201) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "Rules and Regulationsinitial registration statement") of the Securities and Exchange Commission has been declared effective, either (A) an additional registration statement (the "Commissionadditional registration statement") thereunder relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the CommissionCommission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). Copies For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such which such registration statement, together with any registration statement or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Company Commission or has become effective upon filing pursuant to Rule 462 462(c), or (bB) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, herein is hereinafter referred to as the "Initial Registration Statement," which shall be ". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A and contained in the Prospectus 430A(b), is hereinafter referred to below, has become effective under as the Act and no post-effective amendment to the "Additional Registration Statement". The Initial Registration Statement has been filed and the Additional Registration Statement are hereinafter referred to collectively as of the date of this Agreement"Registration Statements" and individually as a "Registration Statement". "Prospectus" means the The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b). Each preliminary prospectus ") under the Act or (if no such filing is required) as included in the a Registration Statement prior to the time it becomes effective Statement, is herein hereinafter referred to as the "Prospectus". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. No stop order suspending the effectiveness of a "Preliminary Prospectus." Any reference herein Registration Statement or any part thereof has been issued and no proceeding for that purpose has been instituted or, to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing best knowledge of the Prospectus under Rules 424(b) or 430ACompany, and prior to the termination of the offering of the Shares threatened by the UnderwritersCommission.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Selling Stockholder jointly and severally represent and warrant to, and agree with, the several Underwriters as follows: (i) A No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and no proceedings for such purpose are pending before or, to the Company's knowledge, threatened by the Commission, and each Preliminary Prospectus, at the time of filing thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Act. As of the time the Registration Statement (or any post-effective amendment thereto, including a registration statement on Form S-1 (File Noif any) filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act) is or was declared effective by the Commission, upon the filing or first delivery to the Underwriters of the Prospectus (or any supplement to the Prospectus (including any term sheet meeting the requirements of Rule 434 of the Rules and Regulations)) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. 333-37410If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and no (iii) The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to the Shares has been prepared by the Company any such document was filed, when such amendment was filed), conformed in conformity all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Act"), and the Rules rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been regulations thereunder; any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein Exchange Act and the exhibitsrules and regulations thereunder; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (iv) The Company manages the business operations of each of North Texas Medical Surgical, P.A., Cullman Primary Care, P.C., Family Medical Clinic, P.C., Morgxx-Xxxxx, X.S.C., HealthFirst Medical Group, P.A., Abilene Diagnostic Clinic Practices, King's Daughters Clinic, P.A., The Medical Group of Northern Nevada, Naples Medical Center, P.A., Beacon Medical Group, P.C., Intercoastal Medical Group, Inc., Christie Clinic Association, Cowlxx Xxxical Association, P.C., Thomxx-Xxxxx Xxxnic, P.A., HealthStar Physicians, P.C., Berkshire Physicians and Surgeons, P.C. and PMC Medical Management, Inc. (collectively, the "Acquired Companies") but does not manage the business operations of any other professional association or other business. (v) The financial statements and schedules, as finally amended and revised, have heretofore been delivered by of the Company to you. Such registration statementCompany, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Actnotes thereto, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained set forth in the Registration Statement and Prospectus referred to below, has become effective under (or any amendment or supplement thereto) comply in all material respects with the requirements of the Act and no post-effective amendment to fairly present the Registration Statement has been filed financial condition of the Company as of the date dates indicated and the results of this Agreement. "Prospectus" means operations and changes in cash flows for the form of prospectus first filed periods therein specified in conformity with generally accepted accounting principles consistently applied throughout the Commission pursuant to Rule 424(bperiods involved (except as otherwise stated therein). Each preliminary prospectus ; and the supporting schedules included in the Registration Statement prior present fairly the information required to be stated therein. The financial statements of each of the Acquired Companies, together with the notes thereto, set forth in the Registration Statement and Prospectus comply in all material respects with the requirements of the Act and fairly present the financial condition of each Acquired Company as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise stated therein). The pro forma financial statements (including the notes thereto) and the other pro forma financial information included in the Registration Statement and the Prospectus (and any amendment or supplement thereto) (i) comply (except as expressly noted therein) as to form in all material respects with the applicable requirements of Regulation S-X promulgated under the Exchange (vi) Each of the Company, its subsidiaries and the Acquired Companies has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company, its subsidiaries and the Acquired Companies has full corporate power and authority to own, lease and operate its properties and conduct its business as currently being carried on and as described in the Registration Statement and Prospectus, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have a material adverse effect upon its business, condition (financial or otherwise) or properties, taken as a whole. (vii) Except as contemplated in the Prospectus (or any amendment or supplement thereto), subsequent to the time it becomes effective respective dates as of which information is herein referred given in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries nor any of the Acquired Companies has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company, any of its subsidiaries or any of the Acquired Companies, or any material adverse change, or any development involving a prospective material adverse change, in the general affairs, condition (financial or otherwise), business, key personnel, property, prospects, net worth or results of operations of the Company, its subsidiaries and the Acquired Companies, taken as a "Preliminary Prospectuswhole." Any reference herein (viii) Except as set forth in the Prospectus (or any amendment or supplement thereto), there is not pending or, to the knowledge of the Company, threatened or (ix) There are no contracts or documents of the Company, any of its subsidiaries or any of the Acquired Companies that are required to be described in the Registration Statement or the Prospectus or to be filed as Incorporated Documents or exhibits to the Registration StatementStatement that are not described or filed as required by the Act, the Rules and Regulations, or the Exchange Act. (x) This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any Preliminary Prospectus statute, any agreement or instrument to which the Company, any subsidiary of the Company or any of the Acquired Companies is a party or by which it or any such subsidiary or any such Acquired Company is bound or to which any of its or any such subsidiary's or any such Acquired Company's property is subject, the Company s charter or by-laws, or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction over the Company or any such subsidiary or any such Acquired Company or any of its or any such subsidiary's or any such Acquired Company's properties; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company or the Selling Stockholder, except such as may be required under the Act, the Exchange Act or state securities or blue sky laws; and the Company has full power and authority to enter into this Agreement and to authorize, issue and sell the Securities as contemplated by this Agreement. (xi) All of the issued and outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms hereof, will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to (xii) Each of the Company, its subsidiaries and the Acquired Companies holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates (including, without limitation, certificates of need) and orders of any governmental or self-regulatory body required for the conduct of its business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders are valid and in full force and effect; and each of the Company, its subsidiaries and the Acquired Companies are in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees. (xiii) The Company, its subsidiaries and the Acquired Companies have good and marketable title to all property described in the Registration Statement and Prospectus shall as being owned by them, in each case free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Registration Statement and the Prospectus; the property held under lease by the Company, its subsidiaries and the Acquired Companies is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company, its subsidiaries or the Acquired Companies; each of the Company, its subsidiaries and the Acquired Companies owns or possesses all patents, patent applications, trademarks, service marks, tradenames, trademark registrations, service mark xxxistrations, copyrights, licenses, inventions, trade secrets and rights necessary for the conduct of the business of the Company, its subsidiaries and the Acquired Companies as currently carried on and as (xiv) Neither the Company nor any of its subsidiaries nor any of the Acquired Companies is in violation of its respective charter or by-laws or in breach of or otherwise in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement or any other material contract, lease or other instrument to which it is subject or by which any of them may be deemed bound, or to refer which any of the material property or assets of the Company, any of its subsidiaries or any of the Acquired Companies are subject. (xv) The Company, its subsidiaries and the Acquired Companies have filed all federal, state, local and foreign income and franchise tax returns required to be filed and include are not in default in the payment of any supplements taxes which were payable pursuant to said returns or amendments any assessments with respect thereto, other than any which the Company, any of its subsidiaries or any of the Acquired Companies is contesting in good faith and for which adequate reserves have been made on the Company's most recently prepared balance sheet. (xvi) Each of the Company, its subsidiaries and the Acquired Companies has timely filed all reports required to be filed in connection with the Commission after federal Medicare and applicable state Medicaid programs and due on or before the date hereof, and all such required reports are true and complete in all material respects; there are no claims, actions or appeals pending (and the Company, its subsidiaries and the Acquired Companies have not filed anything that would result in any claims, actions or appeals) before any commission, board or agency with respect to any state or federal Medicare or Medicaid cost reports or claim filed by the Company, any of filing its subsidiaries or any of the Prospectus under Rules 424(b) Acquired Companies on or 430Abefore the date hereof, or with respect to any disallowances by any intermediary, carrier, other insurer, commission, board or agency in connection with any audit of any cost reports that, if adversely determined, would have a material adverse effect on the Company, its subsidiaries and the Acquired Companies, taken as a whole; no validation review or program integrity review related to the Company, any of its subsidiaries or the Acquired Companies has been conducted by any commission, board or agency in connection with federal Medicare or state Medicaid programs, and prior no such reviews are scheduled, pending or, to the termination Company's knowledge, threatened against or affecting the Company, any of its subsidiaries or any of the offering Acquired Companies; each of the Shares by Company, its subsidiaries and the Underwriters.Acquired Companies has

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of the Underwriters Underwriter as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-37410333-[ ]) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company meets the requirements for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b462(b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules Rule 424(b) or 430A, and prior to the termination of the offering of the Shares by the UnderwritersUnderwriter.

Representations and Warranties of the Company and the Selling Stockholder. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A registration statement on Form S-1 (File No. 333-3741046267) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "Rules and Regulationsinitial registration statement") of the Securities and Exchange Commission has been declared effective, either (A) an additional registration statement (the "Commissionadditional registration statement") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment relating to the Registration Statement has Offered Securities may have been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b462(b) ("Rule 462(b). Each preliminary prospectus included in ") under the Registration Statement prior Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the time it becomes effective initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is herein referred proposed to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of filing the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein, including all information contained in the additional registration statement (if any) and deemed to be a part of the Prospectus under Rules 424(b) or 430A, and prior initial registration statement as of the Effective Time of the additional registration statement pursuant to the termination General Instructions of the offering Form on which it is filed and including all information (if any) deemed to be a part of the Shares initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, is hereinafter referred to as the "Initial Registration Statement". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to be a part of the Underwriters.additional registration statement as of its Effective Time pursuant to Rule 430A(b), is