Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree agree, severally and not jointly (subject to Section 12), to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C B hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C B hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company Selling Stockholder the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has and the Selling Stockholder have been advised by the Underwriters that they propose to make a public offering of the Shares as soon as the Representative deems advisable after this Agreement has become effective as in their judgment is advisablebeen executed and delivered. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company Selling Stockholder hereby grants to the Underwriters the an option to purchase, and upon on the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the CompanySelling Stockholder, all or a portion of the Option Shares, Shares at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholder for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the CompanyCompany and the Selling Stockholder, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date (as defined below) nor earlier than the second (2nd) full business day after the date on which the option for Option Shares Notice shall have been exercised no delivered as set forth herein, nor later than the tenth (10th) full business day after the such date of the Option Shares Noticedelivery. As of the Option Closing Date, the Company Selling Stockholder will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares Units to the Underwriters, and the Underwriters agree each Underwriter agrees, severally and not jointly, to purchase from the Company Company, the aggregate number of Firm Shares Units as is set forth opposite the names name of such Underwriters on Schedule C Underwriter in Annex I hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares Units by the Underwriters and the pricing terms of the offering of the Firm Shares Units to the public are as set forth in Schedule A II hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, upon the exercise of such option by the Representative, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option SharesAdditional Units as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Units, at the same purchase price per share Unit to be paid by the Underwriters to the Company for the Firm Units. In the event and to the extent that the Underwriters shall exercise the election to purchase Additional Units as herein provided, then the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company that portion of the number of Additional Units as to which such election shall have been exercised (to be adjusted so as to eliminate fractional Units) determined by multiplying such number of Additional Units by a fraction, the numerator of which is the maximum number of Units Shares which such Underwriter is entitled to purchase as set forth opposite the names name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Additional Units that all of the Underwriters on Schedule C heretoare entitled to purchase hereunder. This option may be exercised by the Underwriters Underwriters, in their discretion, at any time and from time to time on or before the thirtieth (30th) day following the date hereof, hereof by written notice from provided by the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares Additional Units as to which the option is being exercised, and the date and time when the Option Shares Additional Units are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may Additional Time of Purchase shall not be earlier than the same date and time as the Closing Date Time of Purchase (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day Business Day or later than the tenth (10 th) Business Day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeexercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, Underwriter and the Underwriters agree Underwriter agrees to purchase from the Company the number of Firm Shares as set forth opposite the names name of such Underwriters on the Underwriter in Schedule C heretoA attached hereto at a purchase price of $3.74 per Share. The Company has been is advised by the Underwriters that they propose you intend (i) to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement has become effective as in their your judgment is advisable. The pricing terms of the purchase of advisable and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe 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 Underwriters Underwriter the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, Company all or a portion of the Option 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 Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option The Over-Allotment Option may be exercised by the Underwriters Jefferies & Company, Inc. (“Jefferies”) at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus Supplement, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the Option Closing Date may be the same date and “time as the Closing Date of purchase” (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day after the date on which the option for Over-Allotment Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Over-Allotment Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeshall have been exercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree agree, severally and not jointly, to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. The public offering price of the Shares is not in excess of the price recommended by Lake Street Capital Markets LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree Underwriter agrees to purchase from the Company Company, the number of Firm Shares as set forth opposite the names at a purchase price of such Underwriters on Schedule C hereto$21.16 per Share. The Company has been Transaction Entities are advised by the Underwriters you that they propose you intend (i) to make a public offering of the Firm Shares as soon after the effective date of this Agreement has become effective as in their your judgment is advisable. The pricing terms of the purchase of advisable and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe 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 Underwriters Underwriter the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, Company all or a portion of the Option 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 Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option The Over-Allotment Option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus Supplement, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the Option Closing Date may be the same date and “time as the Closing Date of purchase” (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day after the date on which the option for Over-Allotment Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Over-Allotment Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeshall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree Underwriter agrees to purchase from the Company Company, the number of Firm Shares as set forth opposite the names at a purchase price of such Underwriters on Schedule C hereto$17.6120 per Share. The Company has been is advised by the Underwriters Underwriter that they propose the Underwriter intends (i) to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement has become effective as in their the Underwriter’s judgment is advisable. The pricing terms of the purchase of advisable and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. The Underwriter may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriter may determine. In addition, the Company hereby grants to the Underwriters Underwriter the option to purchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, Company all or a portion of the Option 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 Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthof this Agreement, the Company agrees to issue and sell to the Underwriter the Firm Shares to the UnderwritersShares, and the Underwriters agree Underwriter agrees to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisableShares. The pricing terms of the purchase of the Firm Shares by the Underwriters Underwriter and the pricing terms of the offering of the Firm Shares to the public are as set forth in on Schedule A hereto. In addition, the Company hereby grants to the Underwriters Underwriter the option to purchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, all or a portion of the Option Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Underwriter at any time and from time to time on in whole or before the thirtieth (30th) day following the date hereof, in part by written notice from the Representative Underwriter to the Company, which notice may be by email (“Option Shares Notice”)given at any time within 30 days from the date of this Agreement. The Option Shares Notice Such notice shall set forth (i) the aggregate number of Option Additional Shares as to which the option is being exercised, (ii) the names and denominations in which the date certificates will be delivered and (iii) the date, time when the Option Shares are to and place at which such certificates will be delivered (such date and time being herein referred to as date, the “Option Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Option Closing Date Additional Time of Purchase may be the same date and time as the Closing Date (as defined below)simultaneous with, but shall not be earlier than the Closing Date nor Time of Purchase (as defined below) and shall not be earlier than the second (2nd) two nor later than five full business day days after the date on which delivery of such notice of exercise. The Underwriter may cancel the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date at any time prior to its expiration by giving written notice of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell such cancellation to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares NoticeCompany.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Firm Shares to Underwriters and the Underwriters, acting severally and the Underwriters not jointly, agree to purchase from the Company the number of Firm Shares as in the respective amounts set forth opposite the names of such Underwriters on Schedule C heretoA hereto at a purchase price of $24.2125 per Share. The Company has been is advised by the Representatives that the Underwriters that they propose intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of been executed and delivered and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, Company all or a portion of the Option 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 as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of option shall have been exercised; provided, further, that if the Option Closing Date, the Company will issue and sell option shall have been exercised prior to the Underwriters, and the Underwriters will time of purchase, the number additional time of Option Shares set forth in purchase shall be the Option Shares Noticetime of purchase unless otherwise agreed to by the Representatives and the Company.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree Underwriter agrees to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. The Company has been advised by the Underwriters Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their its judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters Underwriter and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters Underwriter the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, all or a portion of the Option Additional Shares, at the same purchase price per share to be paid by the Underwriters Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Underwriter any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Additional Shares Notice”). The Option Additional Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Additional Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing DateAdditional Time of Purchase, the Company will issue and sell to the UnderwritersUnderwriter, and the Underwriters Underwriter will purchase, the number of Option Additional Shares set forth in the Option Additional Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names name of such Underwriters Underwriter on Schedule C D hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names name of such Underwriters Underwriter on Schedule C D hereto. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Primary Firm Shares Shares, and the Selling Stockholder agrees to sell the Secondary Firm Shares, in each case, to the Underwriters, and the Underwriters agree to purchase from the Company and the number of Selling Stockholder the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has and the Selling Stockholder have been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company and the Selling Stockholder hereby grants grant to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, Company and the Selling Stockholder all or a portion of the Primary Option Shares and the Secondary Option Shares, as applicable, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative Representatives to the CompanyCompany and the Selling Stockholder, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, the Selling Stockholder will sell to the Underwriters and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and the Selling Stockholder.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, Underwriter and the Underwriters agree Underwriter, agrees to purchase from the Company the number of Firm Shares as set forth opposite the names name of such Underwriters on the Underwriter in Schedule C A hereto, subject to adjustment in accordance herewith, in each case at a purchase price of $15.189 per Share. The Company has been is advised by the Underwriters Underwriter that they propose the Underwriter intends (i) to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement has become effective as in their the Underwriter’s judgment is advisable. The pricing terms of the purchase of advisable and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. The Underwriter may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriter may determine. In addition, the Company hereby grants to the Underwriters Underwriter the option to purchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, Company all or a portion of the Option 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 Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue sell to the respective Underwriters and sell the Firm Shares to each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase from the Company the respective number of Firm Shares as set forth opposite the names name of such Underwriters on Underwriter in Schedule C heretoA annexed hereto in each case at a purchase price of $____ per Share. The Company has been is advised by you that the Underwriters that they propose intend (i) to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisable. The pricing terms of the purchase of advisable and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase 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 Option 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 as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”additional time of purchase); providedPROVIDED, howeverHOWEVER, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2ndbusiness 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 for Option Shares shall have been exercised no later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell same proportion to the Underwriters, and the Underwriters will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Selling Stockholder agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Selling Stockholder the Firm Shares at a purchase price of $10.00 per Share. The Company and the Selling Stockholder are advised by the Underwriter that it intends (i) to make a public offering of the Firm Shares as soon as the Underwriter deems advisable after 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 Selling Stockholder hereby grants to the Underwriter the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase from the CompanySelling Stockholder, all or a portion of the Option 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 Underwriter to the Company Selling Stockholder for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice from the Representative to the Company, which Selling Stockholder. Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein containedagreements, but and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree agree, severally and not jointly, to purchase from subscribe for the Company Firm Shares, at a subscription price of $6.439 per share (the number of Firm Shares “Purchase Price”), in such amounts as are set forth opposite the names of such Underwriters on Schedule C A hereto. The Underwriters have advised Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchasesubscribe for, and upon the basis of the representations, warranties and agreements contained herein agreements, and subject to the terms and conditions herein set forthforth in this Agreement, the Underwriters shall have the right to purchase from the Companysubscribe for, all or a portion of the Option Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoPurchase Price. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email Company (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered issued, which shall not be earlier than the Closing Date or the second (2nd) business day after the date of the Option Shares Notice, nor later than the tenth (10th) business day after the date of the Option Shares Notice (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice. On the Option Closing Date, each Underwriter agrees, severally and not jointly, to subscribe for the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be subscribed for on the Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree Underwriter agrees to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters Underwriter the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Underwriter any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative Underwriter to the Company, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the UnderwritersUnderwriter, and the Underwriters Underwriter will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Firm Shares to Underwriters and the Underwriters, acting severally and the Underwriters not jointly, agree to purchase from the Company the number of Firm Shares as in the respective amounts set forth opposite the names of such Underwriters on Schedule C heretoA hereto at a purchase price of $10.64 per Share. The Company has been is advised by the Representatives that the Underwriters that they propose intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of been executed and delivered and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, Company all or a portion of the Option 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 as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Firm Shares to Underwriters and the Underwriters, acting severally and the Underwriters not jointly, agree to purchase from the Company the number of Firm Shares as in the respective amounts set forth opposite the names of such Underwriters on Schedule C heretoA hereto at a purchase price of $9.405 per Share. The Company has been is advised by the Representatives that the Underwriters that they propose intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of been executed and delivered and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, Company all or a portion of the Option 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 as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject Subject to the terms of this Agreement the Vendor shall sell (or procure the sale of) the UK Shares and conditions herein set forth, the Company agrees German Shares with full title guarantee the US Vendor shall sell (or procure the sale of) the US Shares with the full title guarantee and the Purchaser shall purchase the Shares in each case free from all Encumbrances and together with all rights now or hereafter attaching thereto The Purchaser shall not be obliged to issue and sell complete the Firm purchase unless the purchase of all the Shares is completed simultaneously the UK Vendor hereby waives any pre-emption rights it may have relating to the Underwriters, UK Shares and the Underwriters agree German Shares howsoever conferred the US Vendor hereby waives any rights it may have to purchase from the Company US Shares howsoever conferred The Purchaser shall be entitled to the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering benefit of the Shares as soon after this Agreement has become effective as in their judgment is advisablewith effect from the date hereof. CONSIDERATION ------------- The pricing terms of consideration for the said sale and purchase of the Firm Shares by shall be an amount equal to the Underwriters aggregate of the Net Tangible Assets and (p)7,000,000 and shall be apportioned between the Vendors in the manner set opposite their respective names in the First Schedule. The sum of (p)13,000,000 on account of the Consideration shall be paid on the date hereof into one or more joint accounts respectively in the joint names of the Vendors' Solicitors and the pricing Purchaser's Solicitors to be held in escrow on terms that the total sum of (p)13,000,000 plus interest accrued (a) shall be paid out to the Vendors' Solicitors on Completion of the offering Vendors' obligations under Clause 5 or (b) in the event that Completion shall not occur as hereinafter provided, shall be paid out to the Purchaser's Solicitors. The parties hereby instruct their respective solicitors accordingly. CONDITIONS ---------- This Agreement is conditional upon the passing at a general meeting of the Firm Shares to Guarantor of a resolution approving the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis sale of the representations, warranties and agreements contained herein and subject Companies. If the condition referred to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time in paragraph 4.1 is not fulfilled on or before the thirtieth (30th) day following the date hereof5 August 1997, by written notice from the Representative this Agreement shall be void and cease to the Company, which notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, have effect and the date rights and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date obligations of the Option Shares Notice. As parties hereunder shall cease and determine without any claim by any of them against the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number other or others of Option Shares set forth in the Option Shares Noticethem.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders agree to issue and sell the Firm Stockholder Shares in the respective amounts set forth opposite their respective names in Schedule C-1 hereto to the Underwriters, and the Underwriters agree to purchase from the Company Selling Stockholders the number of Firm Stockholder Shares as set forth opposite the names of such Underwriters on Schedule C heretoC-2 hereto for a purchase price per share of $30.87. The Company has and the Selling Stockholders have been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Stockholder Shares by the Underwriters and the pricing terms of the offering of the Firm Stockholder Shares to the public are as set forth in Schedule A hereto. In addition, the Company Selling Stockholders hereby grants grant to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the CompanySelling Stockholders, all or a portion of the Option Shares, Shares in the respective amounts set forth opposite their respective names in Schedule C-1 hereto at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders for the Firm Stockholder Shares as set forth opposite the names of such Underwriters on Schedule C C-2 hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the CompanyCompany and the Selling Stockholders, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing Date, the Company Selling Stockholders will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the Company at the price per share set forth in Schedule B, the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretoopposite the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon on the basis of the representations, representations and warranties and agreements herein contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have Company hereby grants an option to the right Underwriters, severally and not jointly, to purchase from the Company, all or a portion of the Option Shares, Additional Shares at the same purchase price per share set forth in Schedule B, less an amount per share equal to be paid any dividends or distributions declared by the Underwriters to the Company for and payable on the Firm Shares as set forth opposite but not payable on the names of such Underwriters on Schedule C heretoAdditional Shares. This The option hereby granted will expire 30 days after the date hereof and may be exercised by the Underwriters any time and in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by Avondale Partners, LLC ("Avondale Partners") and Xxxxxxxx, Inc. ("Xxxxxxxx" and together with Avondale, the "Representatives"), on or before behalf of the thirtieth (30th) day following the date hereofUnderwriters, by written notice from the Representative to the Company, which notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set Company setting forth the aggregate number of Option Additional Shares as to which the several Underwriters are then exercising the option is being exercised, and the time and date of payment and delivery for such Additional Shares. Any such time when and date of delivery (an "Additional Time of Purchase") shall be determined by the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below)Representatives, but shall not be earlier later than the Closing Date nor earlier than the second (2nd) seven full business day days after the date on which exercise of the option, nor in any event prior to the Time of Purchase (as hereinafter defined). If the option for Option Shares shall have been is exercised no later than the tenth (10th) business day after the date as to all or any portion of the Option Shares Notice. As Additional Shares, each of the Option Closing Date, the Company will issue and sell to the Underwriters, acting severally and not jointly, will purchase that proportion of the Underwriters will purchase, total number of Additional Shares then being purchased which the number of Option Firm Shares set forth in Schedule A opposite the Option Shares Noticename of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and Sanwa agrees to sell, in each case severally and not jointly, to the Firm Shares to respective Underwriters, and each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase from the Company and Sanwa 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 number of Firm Shares to be sold by the Company or by Sanwa, as the case may be, as the number of Firm Shares set forth opposite the names name of such Underwriters on Underwriter in Schedule C A annexed hereto, subject to adjustment in accordance with Section 9 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $18.80 per Share. The Company has been is advised by you that the Underwriters that they propose intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of this Agreement has become effective as in their your judgment is advisable. The pricing terms of the purchase of advisable and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe 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 and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase purchase, severally and not jointly, from the Company, Company all or a portion of the Option 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 as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option such Additional Shares are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business 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 for Option Shares shall have been exercised no later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell same proportion to the Underwriters, and the Underwriters will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto (subject to adjustment in accordance with Section 9 hereof) bears to the Option total number of Firm Shares Notice(subject, in each case, to such adjustment as UBS may determine solely to eliminate fractional shares).

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company Selling Stockholder the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has and the Selling Stockholder have been advised by the Underwriters that they propose to make a public offering of the Shares as soon as the Representatives deem advisable after this Agreement has become effective as in their judgment is advisablebeen executed and delivered. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company Selling Stockholder hereby grants to the Underwriters the an option to purchase, and upon on the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the CompanySelling Stockholder, all or a portion of the Option Shares, Shares at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholder for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative Representatives to the CompanyCompany and the Selling Stockholder, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date (as defined below) nor earlier than the second (2nd) full business day after the date on which the option for Option Shares Notice shall have been exercised no delivered as set forth herein, nor later than the tenth (10th) full business day after the such date of the Option Shares Noticedelivery. As of the Option Closing Date, the Company Selling Stockholder will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders agree to issue and sell the Firm Stockholder Shares in the respective amounts set forth opposite their respective names in Schedule C-1 hereto to the Underwriters, and the Underwriters agree to purchase from the Company Selling Stockholders the number of Firm Stockholder Shares as set forth opposite the names of such Underwriters on Schedule C heretoC-2 hereto for a purchase price per share of $39.73125. The Company has and the Selling Stockholders have been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Stockholder Shares by the Underwriters and the pricing terms of the offering of the Firm Stockholder Shares to the public are as set forth in Schedule A hereto. In addition, the Company Selling Stockholders hereby grants grant to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the CompanySelling Stockholders, all or a portion of the Option Shares, Shares in the respective amounts set forth opposite their respective names in Schedule C-1 hereto at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders for the Firm Stockholder Shares as set forth opposite the names of such Underwriters on Schedule C C-2 hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the CompanyCompany and the Selling Stockholders, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing Date, the Company Selling Stockholders will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the Company Company, the number of Firm Underwritten Shares as in the numbers set forth opposite the names of such Underwriters on Schedule C II hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A II hereto. In addition, the Company hereby grants to the Underwriters Underwriters, acting severally and not jointly, the option to purchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, upon the exercise of such option by the Underwriters, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Underwritten Shares, up to the numbers set forth on Schedule II hereto, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Underwritten Shares. In the event and to the extent that the Underwriters shall exercise the election to purchase Additional Shares as set forth opposite herein provided, then the names Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, that portion of such the number of Additional Shares requested by the Underwriters on Schedule C heretoin accordance with the previous sentence. This option may be exercised by the Underwriters either or both Underwriters, in their respective discretion, at any time and from time to time on or before the thirtieth (30th) day following the date hereof, hereof by written notice from the Representative provided by such exercising Underwriter(s) to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may Additional Time of Purchase shall not be earlier than the same date and time as the Closing Date Time of Purchase (as defined below), but shall not be earlier than the Closing Date nor earlier than the second next Business Day or later than the tenth (2nd10th) business day Business Day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeexercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the Company Company, the number of Firm Underwritten Shares as in the numbers set forth opposite the names of such Underwriters on Schedule C II hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A II hereto. In addition, the Company hereby grants to the Underwriters Underwriters, acting severally and not jointly, the option to purchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, upon the exercise of such option by the Underwriters, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Underwritten Shares, up to the numbers set forth on Schedule II hereto, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Underwritten Shares. In the event and to the extent that the Underwriters shall exercise the election to purchase Additional Shares as set forth opposite herein provided, then the names Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, that portion of such the number of Additional Shares requested by the Underwriters on Schedule C heretoin accordance with the previous sentence. This option may be exercised by the Underwriters either or both Underwriters, in their respective discretion, at any time and from time to time on or before the thirtieth (30th) day following the date hereof, hereof by written notice from the Representative provided by such exercising Underwriter(s) to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may Additional Time of Purchase shall not be earlier than the same date and time as the Closing Date Time of Purchase (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day Business Day or later than the tenth (10th) Business Day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeexercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Firm Shares to Underwriters and the Underwriters, acting severally and the Underwriters not jointly, agree to purchase from the Company the number of Firm Shares as in the respective amounts set forth opposite the names of such Underwriters on Schedule C heretoA hereto at a purchase price of $2.865 per Share (with the exception of any Shares ("REIG Shares") purchased in the offering by Real Estate Investment Group, L.P. ("REIG"), which shall be purchased by the Underwriters from the Company at a purchase price of $3.00 per Share). The Company has been is advised by the Representatives that the Underwriters that they propose intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of been executed and delivered and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, Company all or a portion of the Option 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 (with the exception of any Additional Shares purchased by REIG, which shall be purchased by the Underwriters from the Company at the same purchase price per Share as set forth opposite the names of such Underwriters on Schedule C heretoREIG Shares). This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree each Underwriter agrees, severally and not jointly, to purchase from the Company Company, the aggregate number of Firm Shares as is set forth opposite the names name of such Underwriters on Schedule C Underwriter in Annex I hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A II hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, upon the exercise of such option by the Representative, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Additional Shares as may be necessary solely to cover over-allotments, if any, 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. In the event and to the extent that the Underwriters shall exercise the election to purchase Additional Shares as herein provided, then the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company that portion of the number of Additional Shares as to which such election shall have been exercised (to be adjusted so as to eliminate fractional Shares) determined by multiplying such number of Additional Shares by a fraction, the numerator of which is the maximum number of Additional Shares which such Underwriter is entitled to purchase as set forth opposite the names name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Additional Shares that all of the Underwriters on Schedule C heretoare entitled to purchase hereunder. This option may be exercised by the Underwriters Underwriters, in their discretion, at any time and from time to time on or before the thirtieth (30th) day following the date hereof, hereof by written notice from provided by the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may Additional Time of Purchase shall not be earlier than the same date and time as the Closing Date Time of Purchase (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day Business Day or later than the tenth (10 th) Business Day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeexercised.

Sale and Purchase. On Each Selling Stockholder hereby agrees to sell to the Purchaser the number of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, and the Purchaser, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from such Seller at $8.30 a share (the Company “Purchase Price”) the number of Firm Shares to be sold by such Selling Stockholder as set forth opposite the names number of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A I hereto. In addition, the Company Selling Stockholders hereby grants grant to the Underwriters Purchaser the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Purchaser shall have the right to purchase from the Companyeach Selling Stockholder, all or a portion of the Option Additional Shares, at the same purchase price per share to be paid by the Underwriters to the Company Purchase Price for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Purchaser any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from to the Representative to Selling Stockholders and the Company, which notice may be by email electronic (“Option Additional Shares Notice”). The Option Additional Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Additional Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing DateAdditional Time of Purchase, the Company Selling Stockholders will issue and sell to the UnderwritersPurchaser, and the Underwriters Purchaser will purchase, the number of Option Additional Shares set forth in the Option Additional Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell the Firm Stockholder Shares to the Underwriters, and the Underwriters agree to purchase from the Company Selling Stockholder the number of Firm Stockholder Shares as set forth opposite the names of such Underwriters on Schedule C C-2 hereto. The Company has and the Selling Stockholder have been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Stockholder Shares by the Underwriters and the pricing terms of the offering of the Firm Stockholder Shares to the public are as set forth in Schedule A hereto. In addition, the Company Selling Stockholder hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the CompanySelling Stockholder, all or a portion of the Option Shares, Shares at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholder for the Firm Stockholder Shares as set forth opposite the names of such Underwriters on Schedule C C-2 hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the CompanyCompany and the Selling Stockholder, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing Date, the Company Selling Stockholder will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names name of such Underwriters Underwriter on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their its judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Additional Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names name of such Underwriters Underwriter on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Additional Shares Notice”). The Option Additional Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Additional Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing DateAdditional Time of Purchase, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares Additional Share set forth in the Option Additional Shares Notice.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Firm Shares to Underwriters and the Underwriters, acting severally and the Underwriters not jointly, agree to purchase from the Company the number of Firm Shares as in the respective amounts set forth opposite the names of such Underwriters on Schedule C heretoA hereto at a purchase price of $9.75 per Share. The Company has been is advised by the Representative that the Underwriters that they propose intend (i) to make a public offering of the Firm Shares as soon as the Representative deems advisable after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of been executed and delivered and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. The Representative may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representative may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, Company all or a portion of the Option 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 as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Firm Shares to respective Underwriters and each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may reasonably 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 names name of such Underwriters on Underwriter in Schedule C A attached hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 8 hereof, in each case at a purchase price of $ per Share. The Company has been is advised by you that the Underwriters that they propose intend to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisable. The pricing advisable upon the terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe Prospectus. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and but subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase purchase, severally and not jointly, from the CompanyCompany ratably in accordance with the number of Firm Shares to be purchased by each of them (subject to such adjustment as you may reasonably determine to avoid fractional shares), all or a portion of the Option 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 as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by prior written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be (i) earlier than the Closing Date nor Date, (ii) earlier than the second (2nd) third business day after the date on which the option for Option Shares shall have been exercised no or (iii) 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 Option Shares Notice. As of number which bears the Option Closing Date, the Company will issue and sell same proportion to the Underwriters, and the Underwriters will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option each case, to such adjustment as you may reasonably determine to eliminate fractional shares), plus any additional number of Additional Shares Noticewhich such Underwriter may become obligated to purchase pursuant to Section 8 hereof.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names name of such Underwriters Underwriter on Schedule C D hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their its judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Additional Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names name of such Underwriters Underwriter on Schedule C D hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Additional Shares Notice”). The Option Additional Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Additional Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing DateAdditional Time of Purchase, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares Additional Share set forth in the Option Additional Shares Notice.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, Underwriter and the Underwriters agree Underwriter agrees to purchase from the Company the number of Firm Shares as set forth opposite the names name of such Underwriters on the Underwriter in Schedule C heretoA attached hereto at a purchase price of $18.50 per Share. The Company has been is advised by you that the Underwriters that they propose Underwriter intends (i) to make a public offering of the Shares as soon after the effectiveness of this Agreement has become effective as in their your judgment is advisable. The pricing advisable and (ii) initially to offer the Shares upon the terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe 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 Underwriters Underwriter the option to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, Company all or a portion of the Option SharesAdditional Shares as may be necessary to cover over-allotments made in connection with the offering of the Shares by the Company, at the same purchase price per share to be paid by the Underwriters Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus Supplement, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date “time of purchase” (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On The Purchaser agrees to purchase the basis Goods from the Seller and the Seller agrees to sell the Goods to the Purchaser. The Seller reserves the right to refuse to accept an order from the Purchaser and such refusal shall be at the absolute discretion of the representationsSeller. The Purchaser shall not be entitled to cancel in whole or in part any order which the Seller has accepted or its acceptance of any quotation of the Seller in either case whether orally or in writing without the Seller's written agreement. If the Seller agrees to such cancellation, warranties the Purchaser shall reimburse the Seller for all costs, losses and agreements herein contained, but subject expenses incurred by it as a result of the cancellation. The Seller reserves the right to make any changes in any specification relating to the terms Goods which are required to conform to any applicable safety or other requirements or which do not materially affect the quality or performance of the Goods. All specifications, drawings and conditions herein set forth, the Company agrees to issue and sell the Firm Shares technical documents supplied to the UnderwritersPurchaser by the Seller are supplied solely for the use of the Purchaser in connection with the Goods and such specifications, drawings and/or technical documents shall not be communicated to any third party without the prior written consent of the Seller. Any performance figures quoted or referred to in any specification of the Contract are estimates only based on compliance by the Purchaser with the operating instructions contained in the current User Manual at the date of the Seller's acceptance of order, and the Underwriters agree operation of the Goods by suitably qualified staff. No order submitted by the Purchaser shall be deemed to purchase from be accepted by the Company Seller unless and until confirmed in Writing by the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoSeller's authorised representative. The Company has been advised quantity, quality and description of any specification for the Goods shall be those set out in the Seller's quotation (if accepted by the Underwriters that they propose to make a public offering Purchaser) or the Purchaser's order (if accepted by the Seller). TERMS OF PAYMENT Payment of the Shares as soon after this Agreement has become effective as in their judgment is advisableinvoices shall be made within 30 days from date of invoice unless otherwise agreed. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Seller shall have the right to purchase from charge a Credit Administration Charge on overdue accounts at the Company, all or a portion rate of 5% of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email (“Option Shares Notice”)invoice total. The Option Shares Notice shall set forth the aggregate number price is exclusive of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after any Value Added Tax applicable at the date of the Option Shares Noticeinvoice and which shall be payable in addition. As This amount shall be charged separately on any quotation. The Seller reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of the Option Closing Date, Goods to reflect any increase in the Company will issue and sell cost to the UnderwritersSeller which is due to any factor beyond the control of the Seller (such as, and the Underwriters will purchasewithout limitation, the number any foreign exchange fluctuation, currency regulation, alteration of Option Shares set forth duties, significant increase in the Option Shares Noticecosts of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser or any delay caused by the instructions of the Purchaser or failure of the Purchaser to give the Seller adequate information or instructions. The Seller shall be entitled to invoice the Purchaser for the price of the Goods upon delivery or at any time after the Goods have been delivered. However, if the Goods are collected by the Purchaser the Seller shall be entitled to invoice the Purchaser for the price of the Goods at any time after the Seller has informed the Purchaser that the Goods are ready for collection.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company each Selling Stockholder hereby agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite its name in Schedule B hereto, severally and not jointly, to the names several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite such Underwriters on Underwriter's name in Schedule C A hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $__ per Share. The Company has been and each Selling Stockholder is advised by you that the Underwriters that they propose intend (i) to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisable. The pricing terms of the purchase of advisable and (ii) initially to offer the Firm Shares by upon the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A heretothe 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 and, upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase 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 Option 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 as set forth opposite the names of such Underwriters on Schedule C heretoShares. 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 hereofof the Prospectus, by written notice from the Representative to the Company, which Company and the Selling Stockholders listed on Schedule B hereto. Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"ADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no 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 Option number which bears the same proportion to the aggregate number of Additional Shares Noticebeing 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 11 hereof. As The number of Additional Shares to be sold by each Selling Stockholder shall be a number equal to the Option Closing Datenumber of Additional Shares as to which the option is being exercised multiplied by a fraction, the Company will issue numerator of which shall be the maximum number of Additional Shares listed on Schedule B to be sold by such Selling Stockholder and sell the denominator of which shall be the aggregate number of Additional Shares listed on Schedule B hereto (subject, in each case, to such adjustment as you may determine to eliminate fractional Shares). Pursuant to powers of attorney, which in each case shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder other than Household Investment Funding, Inc, ("HIFI") (the "OTHER SELLING STOCKHOLDERS"), to Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx, each of whom will have full power and authority to act as representative of the Underwriters will purchaseOther Selling Stockholders. The foregoing representatives (the "REPRESENTATIVES OF THE OTHER SELLING STOCKHOLDERS") are authorized, on behalf of each Other Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Other Selling Stockholder, to instruct the custodian with respect to (i) the delivery of the certificates for such Shares and (ii) the transmission of the proceeds of the sale of such Shares and to pay therefrom the expenses to be borne by each Other Selling Stockholder in connection with the sale of the Shares, to distribute the balance of such proceeds to each Other Selling Stockholder in proportion to the number of Option Shares set forth sold by each Selling Stockholder, to acknowledge notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the Option Shares Noticetransactions contemplated by this Agreement.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthof this Agreement, the Company agrees to issue and sell the Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree Underwriter agrees to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisableShares. The pricing terms of the purchase of the Firm Shares by the Underwriters Underwriter and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters Underwriter the option to purchase, and upon the basis of the representationswarranties, warranties representations and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase from the Company, all or a portion of the Option Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoShares. This option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which . Such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as date, the “Option Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On the basis of the representations, representations and warranties and agreements herein contained, but subject to the other terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, Underwriter and the Underwriters agree Underwriter agrees to purchase from the Company Company, the number entire principal amount of Firm Shares as set forth opposite the names Securities being sold pursuant to this Agreement, at a purchase price of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering ____% of the Shares as soon principal amount thereof. You may release the Firm Securities for public sale promptly after this Agreement has become effective as in their judgment is advisablebecomes effective. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares You may from time to time increase or decrease the public are offering price after the initial public offering to such extent as set forth in Schedule A heretoyou may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon on the basis of the representations, representations and warranties and agreements contained herein and subject to the other terms and conditions herein set forth, the Underwriters Company hereby grants to the Underwriter an option to purchase, and the Underwriter shall have the right to purchase from the Company, all or a portion of the Option SharesAdditional Securities as may be necessary to cover overallotments made in connection with the offering of the Firm Securities, at the same purchase price per share Additional Security to be paid by the Underwriters Underwriter to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoSecurities. This option may be exercised by the Underwriters any time and in whole or in part from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which . Any such notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number principal amount of Option Shares Additional Securities as to which the option is being exercised, and the date and time when the Option Shares Additional Securities are to be delivered (any such date and time being herein referred to as the “Option Closing Date”an "additional time of purchase"); providedPROVIDED, howeverHOWEVER, that no additional time of purchase shall occur earlier than the Option Closing Date may be the same date and time as the Closing Date of purchase (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) third business day* after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Noticeexercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell allot the Firm Shares to the Underwriters, and the Underwriters agree agree, severally and not jointly, to purchase from subscribe for the Company Firm Shares, at a subscription price of $[_____] per share (the number of “Purchase Price”), the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchasesubscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Companysubscribe for, all or a portion of the Option Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C heretoPurchase Price. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email Company (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered issued (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of the Option Closing Date, the Company will issue and sell allot to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice. On the Option Closing Date, each Underwriter agrees, severally and not jointly, to subscribe for the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be subscribe for on the Option Closing Date as the number of Firm Shares set forth in Schedule C hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell an aggregate of [______] Firm Shares to the Underwriters and (ii) the Selling Stockholders, severally and not jointly, agree to sell an aggregate of 1,100,000 Firm Shares to the Underwriters, each Selling Stockholder selling the number of Firm Shares set forth opposite the name of such Selling Stockholders on Schedule A hereto and the Underwriters agree (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the number of Firm Shares as Selling Stockholders on the pricing terms set forth opposite the names of such Underwriters on in Schedule C A hereto. The Company has and the Selling Stockholders have been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.