Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 9 hereof, bears to the total number of Firm Shares in each case at a purchase price of $____ [ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $___________ per share. The Company has been advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the public offering to such extent as it may determine. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a such portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined belowhereinafter defined) nor or earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, severally and not jointly, agrees to purchase that proportion of the total number of Additional Shares to be sold to each Underwriter shall be the number then being purchased which bears the same proportion to the aggregate number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on in Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[____ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Partnership the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [ ] per ShareFirm Unit. The Company is Partnership Parties are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement Effective Time as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Company Partnership for the Firm SharesUnits less an amount per unit equal to any distribution declared by the Partnership and payable on the Firm Units but not payable on the Additional Units. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) and Citigroup Global Markets Inc. (collectively, the “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesunits), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Partnership the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 57.48 per ShareUnit. The Company Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Company Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharescommon units), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations representations, warranties and warranties covenants and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the Selling Stockholder that number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a . The purchase price in respect of $____ the Shares purchased by the Underwriters from the Selling Stockholder is $ per Share. The Selling Stockholder and the Company is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In additionUpon the basis of the representations, warranties and covenants and subject to the terms and conditions herein set forth, the Company Selling Stockholder also hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Selling Stockholder ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholder for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Selling Stockholder and the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase . The price of $____ per Sharethe Firm Securities shall be % of the aggregate principal amount thereof (the “Purchase Price”). The Company shall not be obligated to deliver any of the Securities at the time of purchase, except upon payment for all of the Securities to be purchased at the time of purchase as provided herein. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) to initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments Optional Securities made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesSecurities. This option may be exercised by UBS Securities LLC ("UBS") [ ] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth [ ] day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Optional Securities as to which the option is being exercised exercised, and the date and time when the Additional Shares Optional Securities are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares Optional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Optional Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Securities (subject, in each case, to such adjustment as you may determine to eliminate fractional sharessecurities), subject to adjustment in accordance with Section 8 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue sell to the respective Underwriters and each of the Underwriters, severally, and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE A(i) annexed hereto, in each case at a purchase price of U.S. $[___] per Share. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders, severally and not jointly, agree to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter Selling Shareholder in Schedule A attached SCHEDULE A(ii) annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of U.S. $[____ ] per Share, which is the same purchase price per Common Share at which the Company agrees to sell the Firm Shares being sold by the Company pursuant to the preceding sentence of this Section 1. The Company is and the Selling Shareholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement (the "EFFECTIVE DATE") as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company hereby grants the Underwriters shall have the right option (the "OVER-ALLOTMENT OPTION") to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with from the offering of the Firm SharesCompany, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Firm Shares. This option The Over-Allotment Option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) calendar day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchaseADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor nor, unless you and the Company otherwise agree in writing, earlier than the second business day after the date on which the option shall have been exercised nor day(1), or later than the tenth business day day, after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to purchased by each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A SCHEDULE A(i) annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $____ $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) to initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS X.X. Xxxxxx Securities LLC ("UBS") Inc. on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $____ [ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, in connection with the sale of the Firm Shares, the Manager agrees to pay to UBS Securities LLC (“UBS”), for the account of the Underwriters, an amount equal to $[ ] per share for each Firm Share purchased by the Underwriters (the “Firm Share Manager Payment”), and in connection with the sale of any Optional Shares, the Manager agrees to pay to UBS, for the account of the Underwriters, an amount equal to $[ ] per share for each Optional Share (the “Optional Share Manager Payment”). In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Company, the respective number of Firm Shares (subject to such adjustment as Deutsche Bank Securities Inc. ("DBSI") may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $____ [ ] per Shareshare. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") DBSI on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the an "additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the "time of purchase purchase" (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you DBSI may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company New FreightCar America agrees to issue and sell and each of the Selling Stockholders agrees to sell, severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees agree to purchase from New FreightCar America and each Selling Stockholder the Company respective number of Firm Shares (subject to such adjustments you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by New FreightCar America or by such Selling Stockholders, as the case may be, as such number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $____ $ per Share. The Company public offering price of the Shares is not in excess of the price recommended by USB Securities LLC, acting as “qualified independent underwriter” within the meaning of Rule 2720(b)(15) of the Rules of Conduct of the NASD (the “Independent Underwriter”). New FreightCar America and each Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholders hereby grants grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company New FreightCar America for the Firm Shares. This option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written upon notice to the CompanySelling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) ), but it may be on the same day as the Time of Purchase, nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased at the Additional Time of Purchase as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof. Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, Xxxxxxx X. Xxxxxxxxx, III and Xxxxx X. Xxxxx will act as representatives of the Selling Stockholders. The foregoing representatives (the “Representatives of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 14.92 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company Trust agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Trust the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject plus any additional number of Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, in each case at a purchase price of $____ 23.825 per Share. The Company Trust is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Trust hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyTrust, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Trust for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") and Citigroup Global Markets Inc., Wachovia Capital Markets, LLC, X.X. Xxxxxxx & Sons, Inc., H&R Block Financial Advisors, Inc., RBC Capital Markets Corporation, Advest, Inc., Xxxxxx, Xxxxx Xxxxx, Incorporated, J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. and PNC Capital Markets, Inc. on behalf of the several Underwriters at any time time, and from time to time time, on or before the thirtieth forty-fifth day following the date of the Prospectushereof, by written notice to the CompanyTrust. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (each such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) nor earlier than the second business day day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 13.561 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointlyjointly (but in any event subject to the terms of Section 8 hereof), agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, hereto in each case at a purchase price of $____ 16.1075 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date execution and delivery of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second third business day day1 after the date on which the option shall have been exercised nor later than the tenth fifth full business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ $ 24.1375 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC Xxxxxx, Xxxxxxxx & Company, Incorporated ("UBS"“Xxxxxx Xxxxxxxx”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as Credit Suisse may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto at a purchase price of $____ 17.08 per Share. The Company is advised by you Credit Suisse that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as Credit Suisse shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares, provided that the purchase price per Additional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option may be exercised by UBS Securities LLC ("UBS") Credit Suisse on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such Each such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day Business Day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as you Credit Suisse may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.to

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and each of the Selling Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $____ $ per Share. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your the Representatives’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Representatives may determine. In addition, the Company Selling Stockholders, in each case severally and not jointly, hereby grants grant to the several Underwriters the option (the “Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the CompanyCompany and the Selling Stockholders. If the Underwriters exercise the Option, Additional Shares will be purchased by the Underwriters from the Selling Stockholders in proportion to the maximum number of Additional Shares which they have agreed to sell. Such notice shall set forth the aggregate number of Additional Shares as to which the option Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the time “Time of purchase Purchase” (as defined below) nor earlier than the second business day after the date on which the option Option shall have been exercised nor later than the tenth business day after the date on which the option Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof. Upon any exercise of the Option, the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto bears to the Firm Shares, subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional shares. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to the Representatives), and shall act as representatives of the Selling Stockholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Stockholders”) is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to such Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $ per Share (the “purchase price per share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment annexed hereto (or such number of Firm Shares increased as set forth in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus, hereof by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine solely to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, : (i) the Company agrees to issue and sell to the respective Underwriters Underwriter and the Underwriter agrees to purchase from the Company ___________ Firm Shares at a purchase price of $ per Share; and (ii) each of the UnderwritersSelling Stockholders, severally and not jointly, agrees to sell to the Underwriter and the Underwriter agrees to purchase from such Selling Stockholder the Company the respective number of Firm Shares set forth opposite the name of such Underwriter Selling Stockholder in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ $ per Share. The Company is advised by you that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters Underwriter the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters you at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Shareholder agrees to sell, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Shareholder, the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC ("UBS") may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by the Selling Shareholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[____ ] per Share. The Company and the Selling Shareholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Shareholder hereby grants grant to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and the Selling Shareholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholder for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus, by written notice to each of the CompanyCompany and the Selling Shareholder at the addresses provided in Section 14 hereof. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the an "additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the "time of purchase purchase" (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as [# of company additional shares] bears to [# of additional shares], and the number of Additional Shares to be purchased from the Selling Shareholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of the Selling Shareholder in Schedule C annexed hereto bears to [# of additional shares], subject, in each case, to such adjustment as UBS may determine solely to eliminate fractional shares. Pursuant to the power of attorney (the "Power of Attorney") granted by the Selling Shareholder (which Power of Attorney shall be satisfactory to UBS), Shmuel Shiloh, Gil Haver and Eyal Shavit shall act as representatives xx xxx Selling Xxxxxxxxxer. Exxx xx xxx foregoing representatives (collectively, the "Representatives of the Selling Shareholder") is authorized, on behalf of the Selling Shareholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by the Selling Shareholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by the Selling Shareholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to the Selling Shareholder, to receive notices on behalf of the Selling Shareholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number aggregate principal amount of Firm Shares Debentures set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share97.25% of the principal amount thereof. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Debentures as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Debentures upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number aggregate principal amount of Firm Shares Debentures to be purchased by each of them, all or a portion of the Additional Shares Debentures as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesDebentures, at the same a purchase price per share to be paid by of 97.25% of the Underwriters to the Company for the Firm Sharesprincipal amount thereof. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus Supplement by written notice to the Company. Such notice shall set forth the aggregate number principal amount of Additional Shares Debentures as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares Debentures are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number principal amount of Additional Shares Debentures to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Debentures being purchased as the number principal amount of Firm Shares Debentures set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)Debentures, subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule Exhibit A attached hereto, subject to adjustment in accordance with Section 8 9 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $____ 10.80 per Shareshare. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares in the United States as soon after the effective date of the Registration Statement as in your judgment is advisable advisable, and (ii) initially to offer the Firm Shares at a public offering price of $12.00 per share upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC HD Xxxxx & Co., Inc. ("UBSXxxxx") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 45th day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth 10th business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule Exhibit A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 19.765 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS and Credit Suisse may determine to eliminate fractional sharesShares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $____ [·] per Firm Share (except in the case of any Shares to be re-sold by the Underwriters to the Manager, for which the purchase price shall be $[·] per Share). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Option to Purchase Additional Shares”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares less an amount equal to any dividend or distribution payable on Firm Shares that is not also payable on the Additional Shares. This option The Option to Purchase Additional Shares may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Option to Purchase Additional Shares is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option to Purchase Additional Shares shall have been exercised nor later than the tenth business day after the date on which the option Option to Purchase Additional Shares shall have been exercised. The Upon any exercise of the Option to Purchase Additional Shares, the number of Additional Shares to be sold to to, and purchased by, each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number respective aggregate principal amount of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto opposite its name at a the purchase price of $____ per Share96.85% of the principal amount thereof, plus accrued interest, if any, from August 19, 2024 to the time of purchase. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number amount of Firm Shares Securities to be purchased by each of them, all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Securities at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesSecurities, plus interest accrued from the time of purchase to the additional time of purchase (as defined below), subject to adjustment in accordance with Section 8 hereof. This option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such Each such notice shall set forth the aggregate number principal amount of Additional Shares Securities as to which the option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.as

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[____ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Shareholders agree to sell, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders the number of Firm Shares ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $______ per ShareADS. The Company is and the Selling Shareholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Firm SharesADSs. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares ADSs as to which the option is being exercised exercised, and the date and time when the Additional Shares ADSs are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares ADSs being purchased as the number of Firm Shares ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares ADSs (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof. No Additional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right of the Underwriters to purchase the Additional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by you to the Company.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $____ [·] per Firm Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Overallotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Overallotment Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Overallotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase (as defined below) purchase” nor earlier than the second business day after the date on which the option Overallotment Option shall have been exercised nor later than the tenth business day after the date on which the option Overallotment Option shall have been exercised. The Upon any exercise of the Overallotment Option, the number of Additional Shares to be sold to to, and purchased by, each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [9.625] per ShareUnit. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share Unit to be paid by the Underwriters to the Company for the Firm SharesSecurities. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Securities (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional sharesSecurities), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price of $[10.00] per Unit represented by the purchase price set forth above, the Company hereby agrees to pay to the Underwriters a deferred discount of $[0.325] per Unit (for both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount as described in the Registration Statement. The Company hereby agrees that it will not make any amendments to the Trust Agreement or to schedules or exhibits to the Trust Agreement in such a manner as to adversely affect the right of the Underwriters to receive the Deferred Discount as contemplated herein and therein without the written consent of the Underwriters.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto at a purchase price of $____ $ 18.525 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and and, upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"“Option Closing Date”); provided, however, that the additional time of purchase Option Closing Date shall not be earlier than the time of purchase Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth fifth business day after the date on which the option shall have been exercisedexercised unless the Company and you otherwise agree. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. As used herein “business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and each of the Selling Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as UBS may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $____ $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Company, hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) ), nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised exercised, nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The Upon any exercise of the Over-Allotment Option, and subject to such adjustment as UBS may determine to avoid fractional shares, the number of Additional Shares to be sold to purchased by each Underwriter Underwriter, severally and not jointly, shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased (the “Option Purchased Amount”) as the number of Firm Shares set forth opposite the name of such Underwriter on in Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)Shares, subject to adjustment in accordance with Section 8 11 hereof. Pursuant to powers of attorney granted by each Selling Stockholder (which powers of attorney shall be satisfactory to UBS), Xxxxx X. Xxxxxxx and Xxxx X. Xxxxx shall act as representatives of the Selling Stockholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Stockholders”) is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Firm Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates of such Firm Shares, to receive the proceeds of the sale of such Firm Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to such Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, provided, however, that the Underwriters will purchase [ ] of the Firm Shares to be sold to certain existing stockholders of the Company at a price of $[ ] per share (which shall be equal to the price to the public), and the remaining [ ] Firm Shares will be purchased at a price of $[ ] per share, in each case at on a purchase price pro rata basis based on the number of $____ per ShareFirm Shares opposite their respective names in Schedule A attached hereto. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Shares, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC Citigroup Global Markets Inc. ("UBS"“Citigroup”), Xxxxx Xxxxxxx & Co. and Xxxxxxx Xxxxx & Associates, Inc. (together with Citigroup and Xxxxx Xxxxxxx & Co., the “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereofherewith, in each case at a purchase price of $____ 8.30 per Share. The Company is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[____ _] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Firm Share to be paid by the Underwriters to the Company for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 17.155 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[____ _] per ShareUnit. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share Firm Unit to be paid by the Underwriters to the Company for the Firm SharesCompany. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, hereto in each case at a purchase price of $____ $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. You have advised us that, at the Company's request, the Underwriters have reserved for sale at the initial public offering price up to of the Firm Shares (the Reserved Shares) for the officers, directors, employees, clients, business associates and other persons related to or affiliated with the foregoing (the Participants) as part of the distribution of the Firm Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (NASD) and all other applicable laws, rules and regulations. To the extent that such Reserved Shares are not orally confirmed for purchase by such Participants by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the public offering contemplated hereby. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be --------- ------- earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company, in each case at a purchase price of $$ _____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time It is understood that up to time increase 200,000 Firm Shares will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus under the caption "Underwriting" to directors, officers and employees of the Company and certain associated persons and entities at a price equal to $_____ per share less the sales load payable with respect to the shares offered to the public; provided that under no circumstances will any Underwriter be liable to the Company for any action taken or decrease omitted in good faith in connection with such offering to such persons. It is further understood that any of such Firm Shares which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus at the public offering price after the initial public offering to such extent as you may determineprice. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); providedPROVIDED, howeverHOWEVER, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). No Additional Shares shall be sold or delivered unless the Firm Shares previously have been, subject to adjustment in accordance with Section 8 hereofor simultaneously are, sold and delivered. As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter, and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, hereto (subject to adjustment in accordance with Section 8 9 hereof, in each case ) at a purchase price of $____ 21.7835 per share (the “Purchase Price Per Share”). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesPurchase Price Per Share. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). As used herein, subject to adjustment in accordance with Section 8 hereof“business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case case, at a purchase price of $____ [ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Managing Underwriters may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof8.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) and Citigroup Global Markets Inc. (“Citi”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS and Citi may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[____ _] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") on and Jefferies & Company, Inc. (collectively, the "Joint Book-Running Managxxx") xx behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the an "additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the "time of purchase purchase" (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Joint-Book Running Managers may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [ ] per Share. In addition, in connection with the sales of the Firm Shares, the Adviser agrees to pay to Xxxxxx Xxxxxxx & Co. Incorporated, for the account of the Underwriters, $[ ] per share (the “Adviser Sales Load Payment”) with respect to the Firm Shares. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by UBS Securities LLC ("UBS") the Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier later than the second three business day days after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition, in connection with the sale of any Additional Shares, the Adviser agrees to make the per share Adviser Sales Load Payment with respect to such Additional Shares.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 18.2875 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS") ”)” on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "additional time an “Additional Time of purchase"Purchase”); provided, however, that the additional time no Additional Time of purchase Purchase shall not be earlier than the time “Time of purchase Purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Each Underwriter, severally and not jointly, represents and agrees as set forth in Appendix A hereto.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as UBS may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto at a purchase price of $____ 8.8106 per Share. The Company is advised by you UBS that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as UBS may determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein hereinafter referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and each of the Selling Shareholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder, the respective number of Firm ADSs (subject to such adjustment as the Representatives may determine to avoid fractional ADSs) which bears the same proportion to the total number of Firm ADSs to be sold by the Company or by such Selling Shareholder, as the case may be, as the number of Firm Shares ADSs set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm ADSs, in each case at a purchase price of $____ [—] per ShareFirm ADS. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Shareholders, in each case severally and not jointly, hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and the Selling Shareholders, ratably in accordance with the number of Firm Shares ADSs to be purchased by each of them, all or a portion of the Additional Shares ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Firm SharesADSs. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the CompanyCompany and the Selling Shareholders. Such notice shall set forth the aggregate number of Additional Shares ADSs as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares ADSs are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares ADSs being purchased as the number of Firm Shares ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares ADSs (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesADSs), subject to adjustment in accordance with Section 8 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of Company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Shareholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Shareholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Shareholder (which Powers of Attorney shall be satisfactory to the Representatives), [name] and [name] shall act as representatives of the Selling Shareholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Shareholders) is authorized, on behalf of each Selling Shareholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Shareholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Shareholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Shareholder, to receive notices on behalf of such Selling Shareholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company, in each case at a purchase price of $_____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof._________________________

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholder agrees to sell, severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $____ $ per Share. The Company is and the Selling Stockholder are each advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. Pursuant to a power of attorney, which shall be reasonably satisfactory to counsel for the Underwriters (the “Power of Attorney”), granted by the Selling Stockholder Keh-Sxxx Xx and Cxxx X. Xxxxx will act as representatives of the Selling Stockholder. The foregoing representatives (the “Representatives of the Selling Stockholder”) are authorized, on behalf of the Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by the Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by the Selling Stockholder in connection with the sale and public offering of the Shares, to distribute or cause to be distributed the balance of such proceeds to the Selling Stockholder, to receive notices on behalf of the Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell and each of the Selling Stockholders, severally and not jointly, agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $____ $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, each of the Company hereby Selling Stockholders listed on Schedule B hereto hereby, severally and not jointly, grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from each of the CompanySelling Stockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders listed on Schedule B hereto for the Firm Shares. The aggregate number of Additional Shares to be purchased from each Selling Stockholder selling Additional Shares shall be determined by multiplying the maximum number of Additional Shares to be sold by each Selling Stockholder selling Additional Shares as set forth opposite their respective names on Schedule B hereto by a fraction, the numerator of which is the aggregate number of Additional Shares to be purchased by the Underwriters and the denominator of which is the aggregate maximum number of Additional Shares offered for purchase by each Selling Stockholder selling Additional Shares (to be adjusted by you so as to eliminate fractional shares). This option may be exercised by UBS Securities (“UBS”) and Credit Suisse First Boston LLC ("“CSFB” and, together with UBS", the “Managing Underwriters”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the CompanyCompany and the Selling Stockholders listed on Schedule B hereto. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof. Pursuant to powers of attorney (individually, a “Power-of-Attorney” and collectively, the “Powers-of-Attorney”), which shall be reasonably satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, Xxxxxx X. Xxxx, Xxxxxx Xxxxxx and Xxxxxx X. Xxxxxx will act as the attorneys-in-fact of the Selling Stockholders. The foregoing attorneys-in-fact (the “Attorneys-in-Fact of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Stockholders, in each case at a purchase price of $____________ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional -------- ------- time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day* after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). Pursuant to powers of attorney, subject which shall be satisfactory to adjustment counsel for the Underwriters, granted by each Selling Stockholder, ____________________ and _______________________ will act as representatives of the Selling Stockholders. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in accordance connection with Section 8 hereofthe sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 15.20 per Share. The Company is Transaction Entities are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) and Banc of America Securities LLC (“BAS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS and BAS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 19.688 per ShareUnit. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share Unit to be paid by the Underwriters to the Company for the Firm SharesUnits. This option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option is being exercised exercised, and the date and time when the Additional Shares Units are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second third business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)Units, subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Company, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $____ $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Shareholders hereby grants grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Shareholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") and Xxxxxxxxx & Company, Inc. ("Jefferies") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the CompanySelling Shareholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The At any additional time of purchase each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased at such additional time of purchase as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. Discounts and commissions payable to the Underwriters are $ per share, or $ in the aggregate, or $ in the aggregate if the over-allotment is exercised in full. $ per share represents a % discount from the closing sale price of our common shares on , 2004 which was $ per share. The Underwriters shall not receive any additional compensation or reimbursement of expenses other than as set forth in Section 5(n) below.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [•] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS and Xxxxx Fargo may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 9 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $____ $ per Share. The Company is and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares. This option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof. Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by the Selling Stockholder, Cxxxx P.X. Xxxxx will act as the representative of the Selling Stockholder. The foregoing representative (the “Representative of the Selling Stockholder”) is authorized, on behalf of the Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by the Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses, if any, to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to the Selling Stockholder, to receive notices on behalf of the Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [●] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 11.1998 per Share (after adding a supplemental payment of $0.0998 per Share payable by the Adviser to the Underwriters (the “Adviser Supplemental Payment”) to the public offering price of $11.10 per Share). In addition, in connection with the sales of the Firm Shares, the Adviser agrees to pay to Xxxxxx Xxxxxxx & Co. LLC, for the account of the Underwriters, $0.333 per Share (which represents all of the underwriting commissions payable by the Adviser) (the “Adviser Sales Load Payment”) with respect to the Firm Shares. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by UBS Securities LLC ("UBS") the Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier later than the second three business day days after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition, in connection with the sale of any Additional Shares, the Adviser agrees to make the per Share Adviser Supplemental Payment and Adviser Sales Load Payment with respect to such Additional Shares.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 3.995 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Additional Share Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Shares, less an amount per unit equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Additional Share Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Additional Share Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the option Additional Share Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and each of the Selling Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $____ [—] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders, in each case severally and not jointly, hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the CompanyCompany and the Selling Stockholders. If the Underwriters exercise the Over-Allotment Option, Additional Shares will be purchased by the Underwriters first from the Company and second, after the Company has sold all Additional Shares which may be sold by it pursuant to this Agreement, from the Selling Stockholders in proportion to the maximum number of Additional Shares which they have agreed to sell. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as [—] bears to [—], and the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto bears to [—], subject, in each case, to such adjustment as UBS may determine solely to eliminate fractional shares. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to UBS), [—] and [—] shall act as representatives of the Selling Stockholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Stockholders”) is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to such Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereofherewith, in each case at a purchase price of $____ 50.79 per Share. The Company is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereofherewith, in each case at a purchase price of $____ per Shareset forth on Schedule A hereto. The Company is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the ProspectusDisclosure Package. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon On the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters the U.S. Firm Shares and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of U.S. Firm Shares set forth opposite the name of such Underwriter in on Schedule A attached heretoA, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $_____________ per Share. The Company is advised by you that You may release the Underwriters intend (i) to make a public offering of their respective portions of the U.S. Firm Shares as soon for public sale promptly after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectusthis Agreement becomes effective. You may may, from time to time time, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon on the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the several Underwriters to the Company for the U.S. Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); providedPROVIDED, howeverHOWEVER, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth eighth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to purchased by each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Company, the number of Firm Shares Securities set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price (the “Purchase Price”) of $[____] per Share and $___ per ShareWarrant. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesSecurities. This option The Over-Allotment Option may be exercised by UBS Securities LLC BMO Capital Markets Corp. ("UBS"“BMO”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Securities (subject, in each case, to such adjustment as you BMO may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 14.0846 per ShareShare (after adding a supplemental payment of $0.4646 per Share payable by the Adviser to the Underwriters (the “Adviser Supplemental Payment”) to the public offering price of $13.62). In addition, in connection with the sales of the Firm Shares, the Adviser agrees to pay to Xxxxxx Xxxxxxx & Co. LLC, for the account of the Underwriters, $0.4086 per share (which represents underwriting commissions payable by the Adviser) (the “Adviser Sales Load Payment”) with respect to the Firm Shares. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by UBS Securities LLC ("UBS") the Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier later than the second three business day days after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition, in connection with the sale of any Additional Shares, the Adviser agrees to make the per share Adviser Supplemental Payment and Adviser Sales Load Payment with respect to such Additional Shares.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Option to Purchase Additional Shares”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Shares, less an amount per Share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Option to Purchase Additional Shares may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Option to Purchase Additional Shares is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option to Purchase Additional Shares shall have been exercised nor later than the tenth business day after the date on which the option Option to Purchase Additional Shares shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS Securities LLC, Citigroup Global Markets Inc. and Xxxxx Xxxxxxx & Co. (collectively, the “Managing Underwriters”) may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 1.88 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the as this Agreement has become effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC Xxxxxx, Xxxxxxxx & Company, Incorporated ("UBS"“Stifel”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second (2nd) business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth (10th) business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you Stifel may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 13.8779 per Share. The Company is Transaction Entities are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[____ _______] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) nor earlier than the second business day day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. 1 As used herein “business day” shall mean a day on which the New York Stock Exchange is open for trading.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Stockholder, the respective number of Firm Shares as set forth opposite the name of such Underwriter in Schedule A attached heretoA, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $____ $ per Share. The Company is and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholder for the Firm Shares. This option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The At any additional time of purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder, the respective number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased at such additional time of purchase as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof.

Sale and Purchase. Upon On the basis of the representations and warranties herein and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $13.034 per Share (the "PURCHASE PRICE PER SHARE"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A attached hereto, subject to adjustment annexed hereto (or such number of Firm Shares increased as set forth in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchaseADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule SCHEDULE A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties contained in this agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell to the respective Underwriters Underwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of [$____ _____] per ShareShare (the “Purchase Price”). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon On the basis of the representations and warranties contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Underwriters Company agrees to sell to the Underwriter the Additional Shares, and the Underwriter shall have the right to purchase, severally and not jointly, up to 300,000 Additional Shares at the Purchase Price. You may exercise this right in whole or from time to time in part by giving written notice of each election to exercise the Company, ratably in accordance with option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Firm Additional Shares to be purchased by each the Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of them, all or a portion of the such notice. Additional Shares as may be necessary to cover purchased as provided in Section 2 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusOn each day, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the if any, that Additional Shares are to be delivered sold (such date and time being herein referred an “Option Closing Date”), the Underwriter agrees to as purchase the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares specified in the notice of exercise. The Company hereby agrees that, without the prior written consent of MDB Capital Group LLC, it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-8/S-3 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Prospectus or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold to each hereunder or (b) the issuance by the Company of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriter shall be has been advised in writing or (iv) any employee benefit plan that has been adopted by the number which bears the same proportion Company prior to the aggregate number date hereof, provided that the terms of Additional Shares being purchased as each such employee benefit plan have been disclosed in the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofProspectus.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 5.50 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholders hereby grants grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") the Representatives jointly on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the CompanySelling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, Xxxxxxx Xxxx and Hope Ni will act as representatives of the Selling Stockholders. The foregoing representatives (the “Representatives of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder (including the determination of the purchase price per Share), to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement and the date of the final receipt from the Canadian Authorities for the Canadian Base PREP Prospectus, respectively, as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. The Company acknowledges and agrees that the Underwriters may offer and sell Shares in the Canadian Qualifying Jurisdictions to or through their respective Canadian broker-dealer affiliates, as contemplated under the heading “Plan of Distribution” in the Canadian Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Stockholder, in each case at a purchase price of $____ per Share. The Company is Sellers are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time Additional Time of purchasePurchase"); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Company, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 61.43 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ [—] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Additional Share Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Additional Share Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Additional Share Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the option Additional Share Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Partnership the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 8.3712 per ShareUnit. The Company Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share Unit to be paid by the Underwriters to the Company Partnership for the Firm SharesUnits less an amount per Unit equal to any dividend or distribution declared by the Partnership and payable on the Firm Units but not payable on the Additional Units. This option The Option may be exercised by UBS Securities LLC ("UBS") the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option shall have been exercised nor later than the tenth business day after the date on which the option Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharescommon units), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Stockholder, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $____ 19.068 per Share. The Company Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine, as permitted by law. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholder for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Selling Stockholder (with a copy to the Company). Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Managing Underwriters may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue issue, and the Company and the Selling Stockholder, severally and not jointly, agree to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached heretohereto bears to the total number of Firm Shares, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $____ 26.635 per Share. The Each of the Company and the Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholder hereby grants grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and the Selling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares. This option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. Any such election to purchase Additional Shares shall be made in proportion to the number of Firm Shares to be sold by the Company and the Selling Stockholder.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 15.5925 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable advisable, and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themas set forth below, all or a portion of the Additional Shares as may be necessary solely to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (each such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time times of purchase shall not be earlier than the time of purchase (as defined below) ), nor earlier than the second business day after the date on which the option shall have been exercised exercised, nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), and subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees and Interwest, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and Interwest the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by Interwest, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and Interwest, in each case at a purchase price of $[____ __] per Share. The Company is and Interwest are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders listed on Schedule B hereto hereby grants grant to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and the Selling Stockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and Interwest for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the CompanyCompany and the Selling Stockholders listed on Schedule B hereto]. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.number

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 3.055 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters by Xxxxxxxxx & Company, Inc. (“Jefferies”) at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you Jefferies may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ $ per Share. The Company is Transaction Entities are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your the Representatives’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Representatives may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities Warburg LLC ("UBS"“UBS Warburg”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, Mxxx X. Xxxxxxxxx and Jxx X. Xxx will act as representatives of the Selling Stockholders. The foregoing representatives (the “Representatives of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses, if any, to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, acting severally and not jointly, agrees agree to purchase from the Company the number of Firm Shares in the respective amounts set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $____ 4.0588 per Share (with the exception of 3,864,000 Shares (“REIG Shares”) being resold by the Underwriters in the offering to Real Estate Investment Group, L.P. (“REIG”), which shall be purchased by the Underwriters from the Company at a purchase price of $4.25 per Share). The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Representatives deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Representatives may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number ; provided, further, that if the option shall have been exercised prior to the time of Additional Shares to be sold to each Underwriter purchase, the additional time of purchase shall be the number which bears time of purchase unless otherwise agreed to by the same proportion to Representative and the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofCompany.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees and the Selling Stockholder, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Stockholder, in each case at a purchase price of $____ $ per Share. The Company is and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholder and the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the CompanySelling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). Pursuant to a power of attorney, subject which shall be satisfactory to adjustment counsel for the Underwriters, granted by the Selling Stockholder (the "Power of Attorney"), Alex Glasenberg will act as representative of the Selling Stockholder. The foregoing representative (the "Representative of the Selling Stockholder") is authorized, on behalf of the Selling Stockholder, to execute any documents necessary or desirable in accordance connection with Section 8 hereofthe sale of the Shares to be sold hereunder by the Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by the Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the bal- ance of such proceeds to the Selling Stockholder, to receive notices on behalf of the Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and ----------------- subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company, in each case at a purchase price of $[____ _] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be -------- ------- earlier than the time of purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. ------------- /1/ As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ 5.646 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the an "additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell and each of the Selling Stockholders, severally and not jointly, agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $____ $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, each of the Company hereby Selling Stockholders listed on Schedule B hereto hereby, severally and not jointly, grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from each of the CompanySelling Stockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders listed on Schedule B hereto for the Firm Shares. The aggregate number of Additional Shares to be purchased from each Selling Stockholder selling Additional Shares shall be determined by multiplying the maximum number of Additional Shares to be sold by each Selling Stockholder selling Additional Shares as set forth opposite their respective names on Schedule B hereto by a fraction, the numerator of which is the aggregate number of Additional Shares to be purchased by the Underwriters and the denominator of which is the aggregate maximum number of Additional Shares offered for purchase by each Selling Stockholder selling Additional Shares (to be adjusted by you so as to eliminate fractional shares). This option may be exercised by UBS Securities (“UBS”) and Credit Suisse First Boston LLC ("“CSFB” and, together with UBS", the “Managing Underwriters”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the CompanyCompany and the Selling Stockholders listed on Schedule B hereto. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "“additional time of purchase"”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof. Pursuant to powers of attorney (individually, a “Power-of-Attorney” and collectively, the “Powers-of-Attorney”), which shall be reasonably satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, Xxxxxx X. Xxxx, Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx will act as the attorneys-in-fact of the Selling Stockholders. The foregoing attorneys-in-fact (the “Attorneys-in-Fact of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the UnderwritersSelling Stockholder agrees, severally and not jointly, agrees to purchase from sell to the Company Underwriters, the number of Firm Shares set forth in Schedule I opposite the Company's and each such Selling Stockholder's name and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders the number of such Underwriter Firm Shares set forth in Schedule A attached heretoII opposite such Underwriter's name, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $____ $ per Share. The Company is and the Selling Stockholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") Xxxxxxx Xxxxx on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusAgreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered purchased (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A II hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereofherewith, in each case at a purchase price of $____ 20.04 per Share. The Company is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number aggregate principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share97.00% of the principal amount thereof. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Notes as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number aggregate principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesNotes, at the same a purchase price per share to be paid by of 97.00% of the Underwriters to the Company for the Firm Sharesprincipal amount thereof. This option The Over-Allotment Option may be exercised by UBS Securities LLC ("“UBS"”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus Supplement by written notice to the Company. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option Over-Allotment Option is being exercised and the date and time when the Additional Shares Notes are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"”); provided, however, that the no additional time of purchase shall not be earlier than the “time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)Notes, subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon On the basis of the representations and warranties herein and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $12.33 per Share (the "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment annexed hereto (or such number of Firm Shares increased as set forth in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the ProspectusJune 28, 2001, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.