Common use of Shares Subject to Sale Clause in Contracts

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, hereby grants to the Underwriters the right to purchase at their election up to 420,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ]17.70, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunderhereto; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Selling Stockholder hereby grants to the Underwriters the right to purchase at their election up to 420,000 466,495 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. to the CompanyCompany and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. and the Company and the Selling Stockholder otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ]3.2085, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm hereto; provided, however, that solely with respect to any Shares to be purchased offered for sale by the Underwriters from to HealthpointCapital Partners II, L.P., the purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder hereunderin respect of such Shares shall be $3.45; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 an aggregate of 1,200,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. and the Company otherwise agree in writing, earlier than two or later than ten five business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ [___], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 [___] Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoCompany. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Axxxx Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Axxxx Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ]10.40, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder; and. (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. . (c) The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 the lesser of (i) the over-allocation position of the Underwriters determined as at the closing of the offering of the Firm Shares; and (ii) 675,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoCompany. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement the First Time of Delivery (as such term is defined in Section 4 below) and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at the First Time of Delivery, at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunderCompany; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares (to be adjusted by Canaccord Xxxxx Inc. so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 [ ] Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand shall be made on the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and the Selling Stockholder agreesell to each Underwriter, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwritersjointly, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryCompany, at a purchase price per share of $[ ]______, the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such each respective Underwriter in Schedule I hereto hereto; and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as and to the extent indicated in Schedule II hereto) agrees to issue and sell the Optional Shares to each of the UnderwritersUnderwriter, severally and not jointly, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, Company at the purchase price per share set forth in clause (a) of this Section 2above, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. . (b) The Company, Company as and to the extent indicated in Schedule II III hereto, hereby grants grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 an aggregate of 600,000 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoCompany. Any such election to purchase Optional Shares may be exercised in whole or in part only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. to the Company, given within a period of 30 calendar days periox xx 45 xxxxxxxr dxxx after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares will be purchased and are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery (as defined below in Section 4) or, unless Wedbush Xxxxxx Securities Inc. one of the Representatives and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice. The Representatives confirm that each Underwriter has authorized the Representatives for its account, to accept delivery of, and receipt for, and make payment of the purchase price for, the Firm Shares and the Optional Shares, if any, which such Underwriter has agreed to purchase.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 675,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoCompany. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Selling Stockholder agree, severally Firm Shares to the several Underwriters and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryCompany, at a purchase price per share of $[ ]$ , the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunderhereto; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters and (ii) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunderhereto. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 1,305,000 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only on one occasion by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event (i) earlier than the First Time of Delivery (as hereinafter defined) or, (ii) unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at the First Time of DeliveryDelivery (as hereinafter defined), at a purchase price per share of $[ ]10.34 (the “Purchase Price”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representative so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunderCompany; and (b) The Company hereby grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 495,000 Optional Shares, at the Purchase Price, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and shall be made on the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement. Any such election to purchase Optional Shares may be exercised only by written notice (the “Election Notice”) from the Representative to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representative but in no event earlier than the First Time of Delivery or, unless the Representative and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided belowShares, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company at the Second Time of DeliveryDelivery (as hereinafter defined), at the purchase price per share set forth in clause (a) of this Section 2Purchase Price, that number of Optional Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, hereby grants to the Underwriters the right to purchase at their election up to 420,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at the First Time of DeliveryDelivery (as hereinafter defined), at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representatives so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunderCompany; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company at the Second Time of DeliveryDelivery (as hereinafter defined), at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 [ ] Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand shall be made on the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Representatives but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at the First Time of DeliveryDelivery (as hereinafter defined), at a purchase price per share of $[ [$ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representatives so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunderCompany; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company at the Second Time of DeliveryDelivery (as hereinafter defined), at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 [ ] Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand shall be made on the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Representatives but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), Shareholders agree to sell their respective Firm Shares to each of the Underwriters, several Underwriters and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryShareholders, at a purchase price per share of $[ ]_______, the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company Underwriters; and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase the Optional Shares as provided below, the Company below (as and to the extent indicated in Schedule II heretoi) agrees to sell to each of the Underwriters, and each of the Underwriters Selling Shareholders agrees, severally and not jointly, to purchase from sell his, her or its respective Optional Shares to the Companyseveral Underwriters and (ii) each of the Underwriter agrees, the Second Time of Deliveryseverally and not jointly, to purchase, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in on Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The CompanySelling Shareholders, as and to the extent indicated in Schedule II hereto, each hereby grants grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 382,500 Optional Shares, respectively, at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoSelling Shareholders. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Selling Stockholder agree, severally Firm Shares to the several Underwriters and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryCompany, at a purchase price per share of $[ [____], the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Company Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters, (ii) agrees to sell to each of the UnderwritersSelling Stockholders agrees, severally and not jointly, to sell his, her or its respective Selling Stockholder Optional Shares to the several Underwriters and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company and the Second Time of DeliverySelling Stockholders, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The CompanyCompany and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, each hereby grants grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 181,656 Company Optional Shares and 268,344 Selling Stockholder Optional Shares, respectively, at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand each of the Selling Stockholders. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointlyjointly (other than the Lead Underwriter who shall be obligated to purchase all of the Firm Shares if any are purchased), to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryDelivery (as defined in Section 4), at a purchase price per share of $[ ]19.44, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Lead Underwriter so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company hereunder. The Company is advised by the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in the Underwriters’ judgment is advisable and (ii) initially to offer the Selling Stockholder hereunder; andFirm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriters may determine. (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointlyjointly (other than the Lead Underwriter who shall be obligated to purchase all of the Optional Shares if any are purchased), to purchase from the Company, at the Second Time of DeliveryDelivery (as defined in Section 4), at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. the Lead Underwriter so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. . (c) The CompanyCompany hereby grants, as severally and not jointly, to the extent indicated in Schedule II hereto, hereby grants to the Underwriters Lead Underwriter the right to purchase at their it’s election up to 420,000 1,342,500 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Lead Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Lead Underwriter but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Lead Underwriter and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointlyjointly (other than the Lead Underwriter and Canaccord Capital Corporation who shall be obligated to purchase all of the Firm Shares if any are purchased), to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ]7.75, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Lead Underwriter so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder; and. (b) In the event and to the extent that the Underwriters Lead Underwriter shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointlyjointly (other than the Lead Underwriter and Canaccord Capital Corporation who shall be obligated to purchase all of the Optional Shares if any are purchased), to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. the Lead Underwriter so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. . (c) The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters Lead Underwriter the right to purchase at their its election up to 420,000 1,050,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Lead Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Lead Underwriter but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Lead Underwriter and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Selling Stockholder agree, severally Firm Shares to the several Underwriters and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryCompany, at a purchase price per share of $[ ]$ , the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunderhereto; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters and (ii) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 1,050,000 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only on one occasion by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event (i) earlier than the First Time of Delivery (as hereinafter defined) or, (ii) unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice. The Representatives confirm that each Underwriter has authorized the Representatives for its account, to accept delivery of, and receipt for, and make payment of the purchase price for, the Firm Shares and the Optional Shares, if any, which such Underwriter has agreed to purchase.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and each of the Selling Stockholder Stockholders agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each of the Selling StockholderStockholders, at the First Time of Delivery, at a purchase price per share of $[ ]33.9982, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. Adams, Harkness & Hill, Xxx. so as to eliminate xx xx xlimxxxxe fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and each of the Selling Stockholder Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and certain of the Selling Stockholders (as and to the extent indicated in Schedule II hereto) agrees agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and such Selling Stockholders, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 23, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. Adams, Harkness & Hill, Xxx. so as to eliminate xx xx xlimxxxxe fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany and certain Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 300,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 23, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. Adams, Harkness & Hill, Xxx. to the Companyxxx Xxxpanx, given xiven within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. but in no event earlier Adams, Harkness & Hill, Xxx. bux xx xx evexx xarlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. and the Company otherwise Adams, Harkness & Hill, Xxx. anx xxx Xxmpaxx xtherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunderhereto; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representatives so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Selling Stockholder hereby grants to the Underwriters the right to purchase at their election up to 420,000 542,374 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Representatives to the CompanyCompany and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Representatives but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Representatives and the Company and the Selling Stockholder otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ]4.935, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 810,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoCompany. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, ---------------------- warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Selling Stockholder agreeCompany Firm Shares to the several Underwriters, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to ii) each of the Selling Stockholders agrees to sell its Selling Stockholder Firm Shares to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryStockholders, at a purchase price per share of $[ ]______, the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as agrees to issue and sell the Company Optional Shares to the extent indicated in Schedule II hereto) agrees to sell to each of the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 450,000 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only on one occasion by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholder Shareholders agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto)jointly, to sell the Selling Shareholders Firm Shares to each of the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryShareholders, at a purchase price per share of $[ ]$ , the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Company Optional Shares to the extent indicated in Schedule II hereto) agrees to sell to each of the several Underwriters, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, hereby grants to the Underwriters the right to purchase at their election up to 420,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.)

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Selling Stockholder agreeCompany Firm Shares to the several Underwriters, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to ii) each of the Underwriters, Selling Stockholders agrees to sell its Selling Stockholder Firm Shares to the several Underwriters and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryStockholders, at a purchase price per share of $[ ]_____, the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters and (ii) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The CompanyCompany and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 172,500 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand each of the Selling Stockholders. Any such election to purchase Optional Shares may be exercised only on one occasion by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunderhereto; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representatives so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Selling Stockholder hereby grants to the Underwriters the right to purchase at their election up to 420,000 600,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Representatives to the CompanyCompany and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Representatives but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Representatives and the Company and the Selling Stockholder otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell its, his or her, Selling Stockholder Firm Shares to each of the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryStockholders, at a purchase price per share of $[ ]____, the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Company Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters, (ii) each Selling Stockholder agrees to sell the Selling Stockholder Optional Shares to each of the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company and the Second Time of DeliverySelling Stockholders, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The Company, as Company and to the extent indicated in Schedule II hereto, Selling Stockholders each hereby grants grant to the Underwriters the right to purchase at their election up to 420,000 ______ Company Optional Shares and _______ Selling Stockholder Optional Shares, respectively, at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand the Selling Stockholders. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased Company and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. but in no event earlier than the First Time Attorneys-in-Fact of Delivery or, unless Wedbush Xxxxxx Securities Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.the

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and each of the Selling Stockholder Stockholders agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each of the Selling StockholderStockholders, at the First Time of Delivery, at a purchase price per share of $[ ]10.575, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and each of the Selling Stockholder Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, certain of the Company Selling Stockholders (as and to the extent indicated in Schedule II hereto) agrees agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Companysuch Selling Stockholders, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Companycertain Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 300,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company each Selling Stockholder as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Axxxx Inc. to the CompanySelling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Axxxx Inc. and the Company Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointlyjointly (other than the Lead Underwriter who shall be obligated to purchase all of the Firm Shares if any are purchased), to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryDelivery (as defined in Section 4), at a purchase price per share of $[ ]14.40, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Lead Underwriter so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company hereunder. The Company is advised by the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in the Underwriters’ judgment is advisable and (ii) initially to offer the Selling Stockholder hereunder; andFirm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriters may determine. (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointlyjointly (other than the Lead Underwriter who shall be obligated to purchase all of the Optional Shares if any are purchased), to purchase from the Company, at the Second Time of DeliveryDelivery (as defined in Section 4), at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. the Lead Underwriter so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. . (c) The CompanyCompany hereby grants, as severally and not jointly, to the extent indicated in Schedule II hereto, hereby grants to the Underwriters Lead Underwriter the right to purchase at their it’s election up to 420,000 750,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Lead Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Lead Underwriter but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Lead Underwriter and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) the Selling Stockholders agree to sell the Selling Stockholder agree, severally and not jointly (Firm Shares in accordance with the allocation set forth in respective amounts shown on Schedule II hereto), to sell to each of the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryStockholders, at a purchase price per share of $[ ]$ , the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Optional Shares to the extent indicated in Schedule II hereto) agrees to sell to each of the several Underwriters, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 412,500 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery (as defined in Section 5 hereof) or, unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and the Selling Stockholder agreesell to each Underwriter, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwritersjointly, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryCompany, at a purchase price per share of $[ ]______, the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such each respective Underwriter in Schedule I hereto hereto; and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as and to the extent indicated in Schedule II hereto) agrees to issue and sell the Optional Shares to each of the UnderwritersUnderwriter, severally and not jointly, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, Company at the purchase price per share set forth in clause (a) of this Section 2above, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. . (b) The Company, Company as and to the extent indicated in Schedule II III hereto, hereby grants grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 an aggregate of 525,000 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoCompany. Any such election to purchase Optional Shares may be exercised in whole or in part only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. any Representative to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares will be purchased and are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery (as defined below in Section 4) or, unless Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. and the Company otherwise agree in writingxx xxitxxx, earlier xxxlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at the First Time of Delivery, at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and the Selling Stockholders (as and to the extent indicated in Schedule II hereto) agrees agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and such Selling Stockholders, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares (to be adjusted by Canaccord Xxxxx Inc. so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 675,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule II heretohereto and shall be made on the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at the First Time of DeliveryDelivery (as hereinafter defined), at a purchase price per share of $[ ]26.79, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representatives so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunderCompany; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company at the Second Time of DeliveryDelivery (as hereinafter defined), at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 263,250 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand shall be made on the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Representatives but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholder agreeStockholders agrees, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto)jointly, to sell its respective Selling Stockholder Firm Shares to each of the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryStockholders, at a purchase price per share of $[ ]___, the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Company Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters, (ii) agrees to sell to each of the Selling Stockholders agree to sell its respective Selling Stockholder Optional Shares to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company and the Second Time of DeliverySelling Stockholders, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The CompanyIn addition, subject to the terms and conditions of this Agreement, the Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, each hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 295,500 Company Optional Shares and 295,500 Selling Stockholder Optional Shares, respectively, at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand each of the Selling Stockholders. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the CompanyCompany and the Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery (as defined in Section 5 hereof) or, unless Wedbush Xxxxxx Securities Inc. you, the Company and the Company Selling Stockholders otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ]25.8875, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunderhereto; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representatives so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Selling Stockholder hereby grants to the Underwriters the right to purchase at their election up to 420,000 542,374 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Representatives to the CompanyCompany and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Representatives but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Representatives and the Company and the Selling Stockholder otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholder agreeStockholders agrees, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto)jointly, to sell his, her or its respective Selling Stockholder Firm Shares to each of the Underwriters, several Underwriters and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryStockholders, at a purchase price per share of $[ [94.25% of the public offering price], the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Company Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters, (ii) agrees to sell to each of the UnderwritersSelling Stockholders agrees, severally and not jointly, to sell his, her or its respective Selling Stockholder Optional Shares to the several Underwriters and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company and the Second Time of DeliverySelling Stockholders, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The CompanyCompany and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, each hereby grants grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 170,000 Company Optional Shares and 180,000 Selling Stockholder Optional Shares, respectively, at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand each of the Selling Stockholders. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements of the Company and each of the Selling Shareholders contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and each of the Selling Stockholder Shareholders agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to issue and sell the Firm Shares to each of the Underwriters, several Underwriters and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholder, at the First Time of DeliveryShareholders, at a purchase price per share of $[ [_____], the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Xxxxx, Xxxxxxxx & Xxxx, Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and each of the Selling Stockholder Shareholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholder Shareholders hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and certain of the Selling Shareholders (as and to the extent indicated in Schedule II hereto) agrees agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and such Selling Shareholders, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 24, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Xxxxx, Xxxxxxxx & Xxxx, Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany and certain Selling Shareholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 900,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 24, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Xxxxx, Xxxxxxxx & Xxxx, Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Xxxxx, Xxxxxxxx & Xxxx, Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Xxxxx, Xxxxxxxx & Xxxx, Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.. UNDERWRITING AGREEMENT

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and each of the Selling Stockholder Stockholders agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each of the Selling StockholderStockholders, at the First Time of Delivery, at a purchase price per share of $[ [_____], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. so as to eliminate fractional shares) determined in each case by detxxxxxed xx xxxx caxx xy multiplying the aggregate number of Shares to be sold by the Company and each of the Selling Stockholder Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and certain of the Selling Stockholders (as and to the extent indicated in Schedule II hereto) agrees agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and such Selling Stockholders, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 23, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. so as to eliminate fractional shares) by a fractionx xxxctxxx, the numerator xxx nuxxxxtor of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany and certain Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 300,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 23, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. to the Company, given within a period of 30 calendar days after 00 xxlexxxx xxxs axxxx the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. but in no event earlier than the First Time of Delivery Tixx xx Dxxxxxxx or, unless Wedbush Xxxxxx Securities xxxess Adams, Harkness & Hill, Inc. and the Company otherwise agree in writingwritinx, earlier than two or xxrlxxx xxxx twx xx later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointlyjointly (other than Canaccord Xxxxx, Inc. and Canaccord Capital Corporation who shall be obligated to purchase all of the Firm Shares if any are purchased), to purchase from the Company and the Selling Stockholder, at the First Time of Delivery, at a purchase price per share of $[ ]18.83, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder; and. (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointlyjointly (other than Canaccord Xxxxx, Inc. and Canaccord Capital Corporation who shall be obligated to purchase all of the Optional Shares if any are purchased), to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. . (c) The CompanyCompany hereby grants, as severally and not jointly, to the extent indicated in Schedule II hereto, hereby grants to the Underwriters Lead Underwriter the right to purchase at their it’s election up to 420,000 200,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Xxxxx Inc. and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. Canaccord Xxxxx Inc. shall first offer the Optional Shares to IFC to purchase an amount up to all of the Optional Shares pursuant to its purchase right set forth in the Subscription Agreement dated December 18, 2006 by and between the Company and IFC. If IFC does not purchase all or a portion of the Optional Shares from the Underwriters by the First Delivery Time (as herein defined), Canaccord Xxxxx Inc. may otherwise offer the Optional Shares for sale upon the terms and conditions set forth in the Prospectus.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and each of the Selling Stockholder Stockholders agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each of the Selling StockholderStockholders, at the First Time of Delivery, at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and each of the Selling Stockholder Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, certain of the Company Selling Stockholders (as and to the extent indicated in Schedule II hereto) agrees agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Companysuch Selling Stockholders, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Companycertain Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 300,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company each Selling Stockholder as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Canaccord Axxxx Inc. to the CompanySelling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Canaccord Axxxx Inc. but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Canaccord Axxxx Inc. and the Company Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements of the Company contained herein, and subject to the terms and conditions of this Agreement: (a) The Company agrees to issue and sell the Selling Stockholder agree, severally Firm Shares to the several Underwriters and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryCompany, at a purchase price per share of $[ [_____], the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. so as to eliminate fractional shares) determined in determinex xx each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. so as to eliminate fractional shares) by a fractionx xxxctxxx, the numerator xxx nuxxxxtor of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 900,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. to the Company, given within a period of 30 calendar days after 00 xxlexxxx xxxs axxxx the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Adams, Harkness & Hill, Inc. but in no event earlier than the First Time of Delivery Tixx xx Dxxxxxxx or, unless Wedbush Xxxxxx Securities xxxess Adams, Harkness & Hill, Inc. and the Company otherwise agree in writingwritinx, earlier than two or xxrlxxx xxxx twx xx later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at the First Time of DeliveryDelivery (as hereinafter defined), at a purchase price per share of $[ ]8.7875, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representative so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunderCompany; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company at the Second Time of DeliveryDelivery (as hereinafter defined), at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 675,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand shall be made on the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Representative to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Representative but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Representative and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement: (a) The Company and the Selling Stockholder agree, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at the First Time of DeliveryDelivery (as hereinafter defined), at a purchase price per share of $[ ]1.974, the number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. the Representative so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunderCompany; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company (as and to the extent indicated in Schedule II hereto) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company at the Second Time of DeliveryDelivery (as hereinafter defined), at the purchase price per share set forth in clause (a) of this Section 2, that number of Optional Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The CompanyCompany hereby grants, as severally and to the extent indicated in Schedule II heretonot jointly, hereby grants to the Underwriters the right to purchase at their election up to 420,000 945,000 Optional Shares, at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand shall be made on the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement. Any such election to purchase Optional Shares may be exercised only by written notice (the "“Election Notice"”) from Wedbush Xxxxxx Securities Inc. the Representative to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. the Representative but in no event earlier than the First Time of Delivery or, unless Wedbush Xxxxxx Securities Inc. the Representative and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Selling Stockholder agreeCompany Firm Shares to the several Underwriters, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to ii) each of the Underwriters, Selling Stockholders agrees to sell its Selling Stockholder Firm Shares to the several Underwriters and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryStockholders, at a purchase price per share of $[ [____], the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunderUnderwriters; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters and (ii) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 210,000 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only on one occasion by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event (i) earlier than the First Time of Delivery or, (ii) unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Selling Stockholder agreeCompany Firm Shares to the several Underwriters, severally and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to ii) each of the Selling Shareholders agrees to sell its Selling Shareholder Firm Shares to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryShareholders, at a purchase price per share of $[ ]____, the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder; and (b) In in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Company Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters, (ii) agrees to sell to each of the Selling Shareholders agree to sell its Selling Shareholder Optional Shares to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company and the Second Time of DeliverySelling Shareholders, at the purchase price per share set forth in clause (a) of this Section 23, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The CompanyCompany and the Selling Shareholders, as and to the extent indicated in Schedule II hereto, each hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 420,000 900,000 Company Optional Shares and 300,000 Selling Shareholder Optional Shares, respectively, at the purchase price per share set forth in clause (a) of this Section 2the paragraph above, for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II heretoand each of the Selling Shareholders. Any such election to purchase Optional Shares may be exercised only by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the CompanyCompany and the Selling Shareholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event earlier than the First Time of Delivery (as defined in Section 5 hereof) or, unless Wedbush Xxxxxx Securities Inc. you, the Company and the Company Selling Shareholders otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company contained herein, and subject to the terms and conditions of this Agreement: , (ai) The the Company agrees to issue and sell the Selling Stockholder agree, severally Firm Shares to the several Underwriters and not jointly (in accordance with the allocation set forth in Schedule II hereto), to sell to each of the Underwriters, and ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the First Time of DeliveryCompany, at a purchase price per share of $[ [_____], the respective number of Firm Shares (to be adjusted by Wedbush Xxxxxx Securities Inc. so as to eliminate fractional shares) determined in each case by multiplying the aggregate number of Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Stockholder hereunderhereto; and (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company (as agrees to issue and sell the Optional Shares to the extent indicated in Schedule II heretoseveral Underwriters and (ii) agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Second Time of Delivery, at the purchase price per share set forth in clause (a) of this Section 2, that number portion of Optional Shares determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by Wedbush Xxxxxx Securities Inc. you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that which all of the Underwriters are entitled to purchase hereunder. The Company, as and to the extent indicated in Schedule II hereto, Company hereby grants to the Underwriters the right to purchase at their election up to 420,000 450,000 Optional Shares, Shares at the purchase price per share set forth in clause (a) of this Section 2, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only on one occasion by written notice (the "Election Notice") from Wedbush Xxxxxx Securities Inc. you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by Wedbush Xxxxxx Securities Inc. you but in no event (i) earlier than the First Time of Delivery (as hereinafter defined) or, (ii) unless Wedbush Xxxxxx Securities Inc. you and the Company otherwise agree in writing, earlier than two or later than ten three business days after the date of such notice. The Representatives confirm that each Underwriter has authorized the Representatives for its account, to accept delivery of, and receipt for, and make payment of the purchase price for, the Firm Shares and the Optional Shares, if any, which such Underwriter has agreed to purchase.