Common use of Purchase of the Shares by the Underwriters Clause in Contracts

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, (ai) The Selling Shareholder the Company agrees to sell the Underwritten 3,000,000 Firm Shares to the several Underwriters as provided in this Underwriting Agreement Underwriters, (the “Agreement”), and ii) each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Selling Shareholders agrees, severally and not jointly, to purchase at a price per share (sell to the “Purchase Price”) of $[•] from the Selling Shareholder several Underwriters the number of Underwritten Firm Shares set forth next to be purchased by such Underwriter as Selling Shareholder's name on Schedule 2 hereto, and (iii) each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite the that Underwriter's name of such Underwriter in Schedule 1 hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, shall have this Agreement, each of the option to purchaseSelling Shareholders listed in Schedule 2 hereto as selling Option Shares, respectively, grant, severally and not jointly, from to the Selling Shareholder the Option Shares at Underwriters an option to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal up to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to set forth opposite such Selling Shareholder's name on Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares shall be purchased by each Underwriter shall be severally for the account of the Underwriters in proportion to the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to hereto. To the aggregate number of Underwritten Shares being purchased from extent that the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before fewer than the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from each Selling Shareholder listed in Schedule 2 hereto as selling Option Shares in the same proportion that the number of Option Shares offered by such Selling Shareholder bears to which the option is being exercised and total number of Option Shares offered by the date and time when Selling Shareholders hereunder. The respective purchase obligations of each Underwriter with respect to the Option Shares are shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[____] per share. Neither the Company nor any Selling Shareholder shall be obligated to deliver any of the Shares to be delivered and paid for, which may be the same date and time as the Closing on any Delivery Date (as hereinafter defined) but shall not ), except upon payment to such party for all the Shares to be earlier than the Closing purchased from such party on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Each Selling Shareholder agrees agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•—] from the Selling Shareholder Shareholders the respective number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, the each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Shareholders at the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderShareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Company and certain of the Selling Shareholder agrees Stockholders agree, as and to the extent indicated in Schedule II hereto, severally and not jointly, to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and certain of the Selling Stockholders, as and to the extent indicated in Schedule II hereto, at a purchase price per share of $ [ ] (the “Purchase Price”) the number of $[•] from Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and certain of the Selling Shareholder Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, certain of the Selling Shareholder agrees Stockholders agree, as and to the extent indicated in Schedule III hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 1,312,500 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from certain of the Selling Shareholder Stockholders at the Purchase Price that portion of the number of Option Shares at purchase at a price per share as to which such election shall have been exercised (the “Option Purchase Price”to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares by a fraction the numerator of which is the number of Firm Shares which such Underwriter is required to purchase and the denominator of which is the maximum number of Firm Shares which all of the Underwriters are required to purchase hereunder. Any such election to purchase Option Shares shall be purchased, made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Stockholder as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeIII hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than twice) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling ShareholderStockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder agrees to sell the number of Firm Shares set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Underwritten Option Shares being purchased from set forth opposite such Selling Shareholder’s name in Schedule II hereto, severally and not jointly. Each Underwriter agrees, severally and not jointly, to purchase the Company by the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters Representative may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option is being exercised total number of Firm Shares. The purchase price payable by the Underwriters for both the Firm Shares and the date and time when the any Option Shares is $[•] per share. The Selling Shareholders are not obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 21,500,000 shares of the Firm Shares and each Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis number of shares of the representations, warranties and agreements Firm Shares set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be purchased sold by the Company and by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Underwritten shares of Option Shares being purchased from set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the several UnderwritersCompany and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, subjectseverally and not jointly, however, to purchase the number of shares of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in their sole discretion shall makeSchedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Shares. The Underwriters may exercise price of both the option to purchase Firm Shares and any Option Shares at any time in whole, or from time to time in part, on or before purchased by the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Underwriters shall be $[ ] per share. The Company and the Selling Shareholder. Such notice Shareholders shall set forth not be obligated to deliver any of the aggregate number of Firm Shares or Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares are is $[●] per share. The Company is not obligated to be purchased, deliver any of the number of Firm Shares or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. For the avoidance of doubt, each underwriter shall be liable only with respect to the shares that they agree to purchase as set forth in Schedule I hereto. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional Option Shares Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares are is $[·] per share. The Company is not obligated to be purchased, deliver any of the number of Firm Shares or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 3,842,222 Firm Shares and each Selling Shareholder hereby agrees to sell the Underwritten number of Firm Shares to the several Underwriters as provided set opposite its, his or her name in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesSchedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, that number of shares of the Firm Shares which represents the same proportion of the number of shares of the Firm Shares to be purchased sold by the Company, and by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder, as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate number of Underwritten Firm Shares being purchased from shall be rounded between the Underwriters to avoid fractional shares. In addition, the Company by grants to the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the an option to purchase up to 600,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares at any time in whole, or from time to time in part, on or before shall be purchased severally for the thirtieth day following the date account of the Prospectus, by written notice from the Representatives Underwriters in proportion to the number of Firm Shares set opposite the name of such Underwriters in Schedule 1 hereto. The price of both the Firm Shares and any Option Shares shall be - per share. The Company and the Selling Shareholder. Such notice Shareholders shall set forth not be obligated to deliver any of the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the First Delivery Date or, which may be in the same date and time as case of the Closing Company only, the Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 24,530,000 shares of the Underwritten Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of shares of the Firm Shares set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the conditions Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 3,679,500 additional shares of Option Shares. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Shares in the offering and as set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 9 hereof) bears to the aggregate total number of Underwritten shares of Firm Shares. The price of both the Firm Shares being and any Option Shares purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion Underwriters shall makebe $24.44 per share. The Underwriters may exercise Company shall not be obligated to deliver any of the option to purchase Firm Shares or Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Company agrees to sell 5,312,500 Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto plus any additional amount of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. Each Underwriter shall be obligated to purchase from the Company, that number of the Firm Shares that represents the same proportion of the number of the Firm Shares to be purchased sold by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or plus any additional amount of Shares which such number as it Underwriter may be increased become obligated to purchase pursuant to the provisions of Section 12 hereof) bears 9 hereof represents of the total number of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional Shares, as the Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 796,875 additional Option Shares. Such options are exercisable only for the purpose of covering overallotments made in connection with the offering and distribution of the Firm Shares and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Underwritten Option Shares being purchased from the Company by the several Underwriters, subject, however, (subject to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters Representative may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised and total number of Firm Shares. The price of the date and time when Firm Shares purchased by the Underwriters shall be $77.40 per Share. The price of the Option Shares are purchased by the Underwriters shall be $77.40 per Share, except that in the event the Underwriters purchase Option Shares after the Initial Delivery Date, the price of such Option Shares shall be the price of the Firm Shares less an amount per Share equal to such dividend for which the dividend record date occurred on the Initial Delivery Date. The Company shall not be obligated to deliver any Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder Securityholders agrees to issue and sell the Underwritten Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject Selling Securityholder agrees to sell to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder several Underwriters the number of Underwritten Firm Shares to be purchased by such Underwriter as set forth in Schedule B opposite the name of such Underwriter in Schedule 1 hereto. In additionSelling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Shareholder agrees Securityholders the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, plus such additional number of Firm Shares which such Underwriter may become obligated to sell purchase pursuant to Section 3(b) hereof. The price at which such Firm Shares shall be sold by the Option Shares to Company and the Selling Securityholders and purchased by the several Underwriters as provided in this Agreement, shall be $_____ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Underwriters, on the basis Selling Securityholders that number of the representations, warranties Firm Shares which represents the same proportion of the total number of the Firm shares to be sold by each of the Company and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal Securityholders pursuant to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased this Agreement as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such represents of the total number as it may of the Firm Shares to be increased purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 12 hereof) bears 3, the agreement of each Underwriter is to purchase only the aggregate respective number of Underwritten Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, specified on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.Schedule A.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 2,700,000 shares of the Firm Shares, and each Selling Shareholder Stockholder hereby agrees to sell the Underwritten number of shares of the Firm Shares set forth opposite its name in SCHEDULE 2 hereto, to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of the Firm Shares set forth opposite that Underwriter's name in SCHEDULE 1 hereto. Each Underwriter shall be obligated to be purchased purchase from the Company and from each Selling Stockholder that number of Firm Shares obtained by such Underwriter as multiplying 2,700,000 Firm Shares, in the case of the Company, and the number of Firm Shares set forth opposite the name of such Underwriter Selling Stockholder in Schedule 1 SCHEDULE 2 hereto. In addition, in the case of a Selling Shareholder agrees to sell Stockholder, in each case by a fraction the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis numerator of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, which is the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE 1 hereto (or such and the denominator of which is the total number as it may be increased pursuant to Section 12 hereof) bears of Firm Shares. The respective purchase obligations of the Underwriters with respect to the aggregate number of Underwritten Firm Shares being purchased from shall be rounded among the Company by the several UnderwritersUnderwriters to avoid fractional shares, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 675,000 shares of Option Shares. Such option is granted for the purpose of covering over-allotments in their sole discretion the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Shares of Option Shares shall makebe purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Shares set forth opposite the name of such Underwriters in SCHEDULE 1 hereto. The Underwriters may exercise respective purchase obligations of each Underwriter with respect to the option Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares at other than in 100 share amounts. The price of both the Firm Shares and any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Option Shares shall be $15.81 per share. The Company and the Selling Shareholder. Such notice Stockholders shall set forth not be obligated to deliver any of the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron any Delivery Date, which may except upon payment for all the Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $ (the “Purchase Price”) the number of $[•] from Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Shareholder Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, the Option Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from the Selling Shareholder the up to Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Option Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderAttorney-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any Except in the case of Option Shares to be delivered on the Closing Date, any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten Shares 4,750,000 Firm Shares, severally and not jointly, to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of Firm Shares set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the conditions provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 712,500 Option Shares. Such option is exercisable in the event that the Underwriters sell more than the number of Firm Shares in the offering and as set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The price of both the Firm Shares and any Option Shares are shall be $10.55 per share. The Company shall not be obligated to be purchased, deliver any of the number of Option Shares to be purchased by each Underwriter shall be delivered on the number of Option Shares which bears First Delivery Date or the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Company agrees to sell 2,125,200 Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto plus any additional amount of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. Each Underwriter shall be obligated to purchase from the Company, that number of the Firm Shares that represents the same proportion of the number of the Firm Shares to be purchased sold by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or plus any additional amount of Shares which such number as it Underwriter may be increased become obligated to purchase pursuant to the provisions of Section 12 hereof) bears 9 hereof represents of the total number of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional Shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 318,780 additional Option Shares. Such options are exercisable only for the purpose of covering overallotments made in connection with the offering and distribution of the Firm Shares and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Underwritten Option Shares being purchased from the Company by the several Underwriters, subject, however, (subject to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised and total number of Firm Shares. The price of the date and time when Firm Shares purchased by the Underwriters shall be $50.40 per Share. The price of the Option Shares are purchased by the Underwriters shall be $50.40 per Share, except that in the event the Underwriters purchase Option Shares after a dividend record date which occurs after the Initial Delivery Date, the price of such Option Shares shall be the price of the Firm Shares less an amount per Share equal to such dividend. The Company shall not be obligated to deliver any Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis number of shares of the representations, warranties and agreements Firm Shares set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 12 5 hereof) . Any such election to purchase Option Shares shall be made in the proportion that the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto bears to the aggregate maximum number of Underwritten all Option Shares being purchased from to be sold among the Company by Selling Shareholders as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of shares of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised total number of shares of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $32.85 per share. The Selling Shareholders shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•] from 12.35. The public offering price of the Selling Shareholder Shares is not in excess of the number price recommended by X.X. Xxxxxxx & Sons, Inc., acting as a “qualified independent underwriter” within the meaning of Underwritten Shares to be purchased by such Underwriter as set forth opposite Rule 2720 of the name Rules of such Underwriter in Schedule 1 heretoConduct of the National Association of Securities Dealers, Inc. (the “NASD”). In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The A. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement Agreement, and each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “AgreementPurchase Price”), and ) of $[ ] from each of the Selling Stockholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name on Schedule I hereto. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) each of the Selling Stockholders agrees, severally and not jointly, as and to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter extent indicated in Schedule 1 2 hereto. In addition, the Selling Shareholder agrees to sell sell, the Option Shares to the several Underwriters as provided in this Agreement, and (ii) the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderStockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•] from 1.4363. The public offering price of the Selling Shareholder Shares is not in excess of the number price recommended by KeyBanc Capital Markets Inc., acting as a “qualified independent underwriter” within the meaning of Underwritten Shares to be purchased by such Underwriter as set forth opposite NASD Rule 2720 of the name of such Underwriter in Schedule 1 heretoFinancial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten 20,000,000 Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, that number of the Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents of the total number as it may of the Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 3,000,000 Option Shares. Such option is exercisable in the event that the Underwriters sell more Common Shares than the number of Underwritten Firm Shares being purchased from in the Company by offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option is being exercised total number of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $11.25 per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Each Selling Shareholder agrees agrees, severally and not jointly, to sell its respective portion of the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder Shareholders the respective number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, the each Selling Shareholder agrees as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Shareholders at the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderShareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Company agrees to sell 27,050,000 Firm Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company that number of Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 4,057,500 additional Option Shares. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Underwritten Firm Shares being purchased from in the Company by offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option total number of Firm Shares. The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares is being exercised and $1.739 per share, less, in the date and time when case of the Option Shares, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Shares are but not payable on such Option Shares. Subject to Section 9(b), the Company is not obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 shares of the Firm Shares, and each Selling Shareholder hereby agrees to sell the Underwritten number of the Firm Shares set forth opposite his name in Schedule 2 hereto, to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares to be purchased by such Underwriter as set forth opposite the that Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, Each Underwriter shall be obligated to purchase from the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementCompany, and from each Selling Shareholder, that number of Firm Shares which represents the Underwriters, on the basis same proportion of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option the Firm Shares to be purchased sold by the Company, and by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder, as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company and certain of the Selling Shareholders grant to the Underwriters an option to purchase up to 1,200,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Underwritten Option Shares being set forth opposite his name in Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment is less than fully exercised, the Underwriters will purchase shares from the Company and each of the Selling Shareholders on a pro rata basis, based on the proportion of the total over-allotment shares being offered by the several UnderwritersCompany or such Selling Shareholder, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makecase may be. The Underwriters may exercise respective purchase obligations of each Underwriter with respect to the option Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares at other than in 100 share amounts. The price of both the Firm Shares and any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Option Shares shall be $[ ] per share. The Company and the Selling Shareholder. Such notice Shareholders shall set forth not be obligated to deliver any of the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing on any Delivery Date (as hereinafter defined) but shall not ), except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Company and the Selling Shareholder agrees Subsidiaries agree, severally and jointly, to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Schedule 2 hereto, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Selling Subsidiaries the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) CPO of $[•] from the Selling Shareholder the number MXP 15.90 and per ADS of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretoU.S.$ 11.93750. In addition, the Selling Shareholder Company agrees to sell the Option Shares to the several Underwriters as provided in this AgreementSchedule 2 hereto, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at the purchase at a price per share (set forth in the “Option Purchase Price”) of $[•]preceding paragraph, less an amount per Option Share, as the case may be, equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Subsidiaries by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares for the sole purpose of covering sales of Shares in excess of the number of Underwritten Shares; it being understood that such option shall be exercised in a coordinated manner with, but may be exercised separately from, the option under the Mexican Underwriting Agreement to purchase Mexican Option CPOs. The Underwriters may exercise such option at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectushereof, by written notice from the Representatives to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Stockholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a purchase price per share of $77.855 (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder Stockholder, as and to the extent indicated in Schedule 2 hereto, agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 100,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Stockholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representatives Representative to the Company and the Selling ShareholderStockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (aA) The Selling Shareholder agrees On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall issue and sell the Underwritten Company Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject Selling Shareholder shall sell to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder several Underwriters the number of Underwritten Selling Shareholder Shares to be purchased by such Underwriter as set forth in Schedule B opposite the name of such Selling Shareholder, and each of the Underwriters shall purchase from the Company and Selling Shareholders the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, plus such additional number of Firm Shares which such Underwriter in Schedule 1 heretomay become obligated to purchase pursuant to Section 3(b) hereof. In addition, The price at which such Firm Shares shall be sold by the Selling Shareholder agrees to sell the Option Shares to Company and purchased by the several Underwriters as provided in this Agreement, shall be $_____ per share. The obligation of each Underwriter to the Company and each of the Selling Shareholders shall be to purchase from the Company and the Underwriters, on the basis Selling Shareholders that number of the representations, warranties and agreements set forth herein and subject to Firm Shares which represents the conditions set forth herein, shall have same proportion of the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the total number of Option Firm Shares to be purchased sold by each Underwriter shall be of the number of Option Shares which bears Company and the same ratio Selling Shareholders pursuant to the aggregate number of Option Shares being purchased this Agreement as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such represents of the total number as it may of the Firm Shares to be increased purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 12 hereof3, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified on Schedule A. The certificates in negotiable form for the Shares to be sold by the Selling Shareholders have been placed in custody (for delivery under this Agreement) bears under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Shares of such Selling Shareholder so held in custody are subject to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date interests of the ProspectusUnderwriters hereunder, that the arrangements made by written notice from such Selling Shareholder for such custody, including the Representatives Power of Attorney is to that extent irrevocable and that the Company and the obligations of such Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but Shareholder hereunder shall not be earlier than terminated by the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date act of such notice (unless Selling Shareholder or by operation of law, whether by the death or incapacity of such time and date are postponed Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in accordance with the provisions Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of Section 12 hereof). Any the certificates for the Shares to be sold by such notice shall be given at least two business days prior to Selling Shareholder hereunder, the date and time of delivery specified therein.Shares

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject Selling Securityholder agrees to sell to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder several Underwriters the number of Underwritten Firm Shares to be purchased by such Underwriter as set forth in Schedule B opposite the name of such Underwriter in Schedule 1 hereto. In additionSelling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Shareholder agrees Securityholders the respective aggregate number of Firm Shares set forth opposite its name on SCHEDULE A, plus such additional number of Firm Shares which such Underwriter may become obligated to sell purchase pursuant to Section 3(b) hereof. The price at which such Firm Shares shall be sold by the Option Shares to Company and the Selling Securityholders and purchased by the several Underwriters as provided in this Agreement, shall be $_____ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Underwriters, on the basis Selling Securityholders that number of the representations, warranties and agreements set forth herein and subject to Firm Shares which represents the conditions set forth herein, shall have same proportion of the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the total number of Option the Firm Shares to be purchased sold by each Underwriter shall be of the number of Option Shares which bears Company and the same ratio Selling Securityholders pursuant to the aggregate number of Option Shares being purchased this Agreement as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such represents of the total number as it may of the Firm Shares to be increased purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 12 hereof) bears 3, the agreement of each Underwriter is to purchase only the aggregate respective number of Underwritten Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, specified on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.SCHEDULE A.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] $ from the Selling Shareholder Company the respective number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, the Company agrees to issue and sell, and the Selling Shareholder agrees Stockholder agrees, as and to the extent indicated in Schedule 2 hereto, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and the Selling Shareholder Stockholder at the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their its sole discretion shall make. If any such election to purchase Option Shares shall be made for less than the maximum number of Option Shares to be sold by the Company and the Selling Stock Holder as set forth in Schedule 2 hereto, then Option Shares to be sold by the Selling Stockholder shall be sold first and take full priority over the Option Shares to be sold by the Company. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderAttorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 5,700,000 Firm Shares to the several Underwriters and each Selling Shareholder agrees to sell the number of Firm Shares set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, that number of shares Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by the Company and by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 900,000 additional Option Shares. Such options are exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Underwritten Firm Shares being purchased from in the Company by offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option is being exercised total number of Firm Shares. The purchase price payable by the Underwriters for both the Firm Shares and the date and time when the any Option Shares are is $8.93 per share. Subject to Section 11(b), the Company is not obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 20,000,000 shares of the Underwritten Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of the Firm Shares to be purchased by such Underwriter as set forth opposite the that Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, Each Underwriter shall be obligated to purchase from the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis Company that number of shares of the representations, warranties and agreements set forth herein and subject to Firm Shares that represents the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) same proportion of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 3,000,000 shares of Option Shares. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Underwritten Firm Shares being purchased from in the Company by offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of shares of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised total number of shares of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $18.47 per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis number of shares of the representations, warranties and agreements Firm Shares set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by the Company and by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Underwritten Option Shares being purchased from set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company by and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in their sole discretion shall makeSchedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters may exercise price of both the option to purchase Firm Shares and any Option Shares at any time in whole, or from time to time in part, on or before purchased by the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Underwriters shall be $- per share. The Company and the Selling Shareholder. Such notice Shareholders shall set forth not be obligated to deliver any of the aggregate number of Firm Shares or Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [ ] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several total number of Firm Shares. The purchase price payable by the Underwriters as provided in this Agreement, and for the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Firm Shares at purchase at a price is $[ ] per share (and for any Option Share is such purchase price less the “Option Purchase Price”) amount of $[•], less an amount equal any distribution payable with respect to any dividends or distributions per share payable on the Underwritten Firm Shares but not payable on with respect to the Option Shares. If any Shares (for the avoidance of doubt, this language is meant to address the theoretical situation where the Firm Shares are entitled to a dividend but the Option Shares are settled after the related record date, in which event the Underwriters will remit the amount of such dividend to be purchased, holders of such Option Shares). The Company is not obligated to deliver any of the number of Firm Shares or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (an aggregate of 7,700,000 Underwritten Shares and the “Agreement”), and each Underwriter, on Selling Stockholder agrees to sell to the several Underwriters an aggregate of 600,000 Underwritten Shares. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase at a from the Company and the Selling Stockholder the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. The purchase price per Underwritten Share to be paid by each Underwriter to the Company for the Underwritten Shares to be sold by the Company and to the Selling Stockholder for the Underwritten Shares to be sold by the Selling Stockholder shall be $13.05 per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto). In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives Underwriters to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any If after the Closing Date, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [·] Firm Shares and each Selling Shareholder Stockholder agrees to sell the Underwritten number of Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by the Company and by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Stockholder as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents of the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [·] additional Option Shares and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of Underwritten Option Shares being purchased from set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company by and each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in their sole discretion shall makeSchedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters may exercise price of both the option to purchase Firm Shares and any Option Shares at any time in whole, or from time to time in part, on or before purchased by the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Underwriters shall be $[·] per share. The Company and the Selling Shareholder. Such notice Stockholders shall set forth not be obligated to deliver any of the aggregate number of Firm Shares or Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten 20,000,000 Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, that number of the Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents of the total number as it may of the Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 3,000,000 Option Shares. Such option is exercisable in the event that the Underwriters sell more Common Shares than the number of Underwritten Firm Shares being purchased from in the Company by offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option is being exercised total number of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $• per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis number of shares of the representations, warranties and agreements Firm Shares set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 12 5 hereof) . Any such election to purchase Option Shares shall be made in the proportion that the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto bears to the aggregate maximum number of Underwritten all Option Shares being purchased from to be sold among the Company by Selling Shareholders as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of shares of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised total number of shares of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $31.95 per share. The Selling Shareholders shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis number of shares of the representations, warranties and agreements Firm Shares set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 12 5 hereof) . Any such election to purchase Option Shares shall be made in the proportion that the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto bears to the aggregate maximum number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase all Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and be sold among the Selling Shareholder. Such notice shall Shareholders as set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.Schedule 2

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 21,830,000 shares of the Underwritten Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of shares of the Firm Shares set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the conditions Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [•] additional shares of Option Shares. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Shares in the offering and as set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 9 hereof) bears to the aggregate total number of Underwritten shares of Firm Shares. The price of both the Firm Shares being and any Option Shares purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion Underwriters shall makebe $• per share. The Underwriters may exercise Company shall not be obligated to deliver any of the option to purchase Firm Shares or Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Company and each of the Selling Shareholder agrees Stockholders agree, severally and not jointly, to sell the number of Shares set forth under the column “Underwritten Shares Shares” opposite its name in Schedule II hereto to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $22.667 (the “Purchase Price”) the number of $[•] from Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Shareholder Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule II hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in accordance with the terms of this AgreementAgreement and such Underwriters shall have the option to purchase at their election up to a maximum of 1,500,000 Option Shares, and at the Purchase Price, in the event that the Underwriters sell more shares of Common Stock than the number of Underwritten Shares. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholder Stockholders, as and to the extent indicated in Schedule II hereto, at the Purchase Price, that portion of the number of Option Shares at purchase at a price per share as to which such election shall have been exercised (subject to such adjustments to eliminate fractional shares as the “Option Purchase Price”Representative may determine) determined by multiplying such number of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be purchased, made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Stockholder as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeII hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholderan Attorney-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days three Business Days prior to the date and time of delivery specified therein, unless otherwise agreed by the parties hereto.

Purchase of the Shares by the Underwriters. (a) The Company (as to the 3,000,000 Underwritten Shares) and each of the Selling Shareholder agrees Stockholders (as and to the extent indicated in Schedule II hereto) agree, severally and not jointly, to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and and, subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $ (the “Purchase Price”) the number of $[•] from Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Shareholder Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholders hereunder. In addition, the Selling Shareholder Company agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters shall have the option to purchase at their election up to 468,750 Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, warranties and agreements set forth herein and contained, but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company at the Option Shares at purchase at a price per share (the “Option Purchase Price”) Price that portion of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which bears such Underwriter is entitled to purchase hereunder and the same ratio to denominator of which is the aggregate maximum number of Option Shares being purchased as which all of the number Underwriters are entitled to purchase hereunder for the sole purpose of covering over allotments (if any) in the sale of the Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderAttorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day Business Day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten • Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of the Firm Shares to be purchased by such Underwriter as set forth opposite the that Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees Each Underwriter shall be obligated to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, purchase from the Selling Shareholder Company that number of Firm Shares that represents the Option Shares at purchase at a price per share (the “Option Purchase Price”) same proportion of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to • additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Underwritten Firm Shares being purchased from in the Company by offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters Representative may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised total number of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $ • per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares, to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, to sell the respective Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders the respective number of Corporation Underwritten Shares and ESH REIT Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a an aggregate price per share Share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto—]. In addition, the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the respective Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Stockholders up to 3,150,000 Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per Share equal to any dividends or distributions per share declared by the Transaction Entities and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Corporation Option Shares and ESH REIT Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderStockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares are is $[●] per share. Subject to be purchasedSection 9(b), the number Company is not obligated to deliver any of the Firm Shares or Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Shares to be purchased on such Delivery Date as provided herein. Notwithstanding the foregoing, it is understood that approximately [●] Firm Shares (the “Israel Shares”) are intended to be sold by each Underwriter shall be the number of Option Shares which bears the same ratio Underwriters to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter purchasers in Schedule 1 hereto (or such number as it may be increased pursuant Israel that have been identified to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by Rxxxxxx Capital Ltd. (the several Underwriters(the “Israeli Purchasers” and “Rxxxxxx”, subjectrespectively). It is understood that any Israel Shares not affirmatively reconfirmed for purchase by the applicable Israeli Purchaser in Israel by 8:00 A.M., however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in partNew York City time, on or before the thirtieth first business day following the date of hereof or otherwise are not purchased by such persons will be offered by the Prospectus, by written notice from the Representatives Underwriters to the Company public upon the terms and the Selling Shareholder. Such notice shall conditions set forth in the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date Prospectus (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereofdefined herein). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Stockholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a purchase price per share of $[IPO Price minus Gross Spread] (the “Purchase Price”) of $[•] from the Selling Shareholder the respective number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto. The public offering price of the Shares is not in excess of the price recommended by Credit Suisse First Boston LLC, acting as “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company, the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 11 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in partpart on one occasion, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder agrees to sell the number of Firm Shares set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by the each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Underwritten Option Shares being purchased from set forth opposite such Selling Shareholder’s name in Schedule II hereto, severally and not jointly. Such options are exercisable as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the Company maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on the applicable Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option total number of Firm Shares. The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares is being exercised $[●] per share (less, in the case of any Option Shares, an amount per share equal to any dividends or distributions declared by the Company and payable on the date and time when Firm Shares but not payable on the Option Shares). The Selling Shareholders are not obligated to deliver any of the Firm Shares are or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[•] from $ . The public offering price of the Selling Shareholder Shares is not in excess of the number price recommended by X.X. Xxxxxx Securities Inc. (“JPMorgan”), acting as a “qualified independent underwriter” within the meaning of Underwritten Shares to be purchased by such Underwriter as set forth opposite Rule 2720 of the name Rules of such Underwriter in Schedule 1 hereto. Conduct of the National Association of Securities Dealers, Inc. In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company at a purchase price per share of $ (the “"Purchase Price”") of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 I hereto. In additionThe Company hereby acknowledges that in connection with the proposed offering of the Shares, it has requested Xxxxxx Brothers Inc. to administer a directed share program (the "Directed Share Program") under which up to of the Underwritten Shares (the "Reserved Shares") shall be reserved for sale by Xxxxxx Brothers Inc. at the initial public offering price to the Company's officers, directors, employees and consultants and other persons having a relationship with the Company (the "Directed Share Participants") as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the "NASD") and all other applicable laws, rules and regulations. The number of Shares available for sale to the general public will be reduced to the extent that Directed Share Participants purchase Reserved Shares. The Underwriters may offer any Reserved Shares not purchased by Directed Share Participants to the general public on the same basis as the other Shares being issued and sold hereunder. The Company has supplied Xxxxxx Brothers Inc. with names, addresses and telephone numbers of the individuals or other entities which the Company has designated to be participants in the Directed Share Program. It is understood that any number of those designated to participate in the Directed Share Program may decline to do so. Each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule II hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and Agreement at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholder Stockholders at the Purchase Price that portion of the number of Option Shares at purchase at a price per share as to which such election shall have been exercised (the “Option Purchase Price”to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be purchased, made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Stockholder as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeII hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Selling ShareholderAttorney-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Each Selling Shareholder agrees Stockholder agrees, severally and not jointly, to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each Selling Stockholder at a price per share of $17.2377 (the “Purchase Price”) the number of $[•] from Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Selling Shareholder Stockholder as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all the Selling Stockholders hereunder. In addition, the Option Selling Shareholder Stockholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election all or any portion of the Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Option Selling Shareholder Stockholder all or any portion of the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Option Selling ShareholderStockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten [●] Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares to be purchased by such Underwriter as set forth opposite the that Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees Each Underwriter shall be obligated to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, purchase from the Selling Shareholder Company that number of Firm Shares which represents the Option Shares at purchase at a price per share (the “Option Purchase Price”) same proportion of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate number of Underwritten Firm Shares being purchased from shall be rounded between the Underwriters to avoid fractional shares. In addition, the Company by grants to the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the an option to purchase up to [●] Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares at any time in whole, or from time to time in part, on or before shall be purchased severally for the thirtieth day following the date account of the Prospectus, by written notice from the Representatives Underwriters in proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Firm Shares set opposite the name of such Underwriters in Schedule 1 hereto. The price of both the Firm Shares and any Option Shares as shall be US$[●] per share. The Company shall not be obligated to which deliver any of the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be on the same date and time as First Delivery Date or the Closing Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten 5,000,000 Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agreesthis Agreement, each of the Selling Shareholders, respectively, grant, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the an option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal up to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to set forth opposite such Selling Shareholder's name on Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares shall be purchased by each Underwriter shall be severally for the account of the Underwriters in proportion to the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to hereto. To the aggregate number of Underwritten Shares being purchased from extent that the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before fewer than the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares as offered hereunder, the Underwriters shall purchase Option Shares from each Selling Shareholder in the same proportion that the number of Option Shares offered by such Selling Shareholder bears to which the option is being exercised and total number of Option Shares offered by the date and time when Selling Shareholders hereunder. The respective purchase obligations of each Underwriter with respect to the Option Shares are shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] per share. Neither the Company nor any Selling Shareholder shall be obligated to deliver any of the Shares to be delivered and paid for, which may be the same date and time as the Closing on any Delivery Date (as hereinafter defined) but shall not ), except upon payment to such party for all the Shares to be earlier than the Closing purchased from such party on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Stockholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase the Underwritten Shares from the Selling Stockholder at a price per share (the “Purchase Price”) of $[•] from 28.90 the Selling Shareholder the respective number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder Stockholder agrees as and to sell the extent indicated in Schedule 1 hereto, to sell, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchasepurchase the Option Shares, severally and not jointly, from the Selling Shareholder Stockholder at the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives Underwriters to the Company and the Selling ShareholderStockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth covenants herein contained, and subject to the conditions herein set forth hereinforth, each of the Forward Sellers agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Forward Sellers (or from the Company to the extent of any Standby Underwritten Shares), at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder 29.52, the number of Shares set forth opposite such Underwriter’s name in Schedule 1-A hereto under the heading “Number of Borrowed Underwritten Shares to be purchased by Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to such Underwriter adjustments to eliminate any fractional Shares as set forth opposite the name of such Underwriter Representatives in Schedule 1 heretotheir sole discretion shall make. In addition, the Selling Shareholder Company agrees to issue and sell the Primary Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Primary Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Primary Option Shares. If any Primary Option Shares are to be purchased, the number of Primary Option Shares to be purchased by each Underwriter shall be the number of Primary Option Shares which bears the same ratio to the aggregate number of Primary Option Shares being purchased as the number of Borrowed Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 1-A hereto (or such number increased as it may be increased pursuant to set forth in Section 12 10 hereof) bears to the aggregate number of Borrowed Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Primary Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Primary Option Shares as to which the option is being exercised and the date and time when the Primary Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder Stockholder agrees to sell the Underwritten number of Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Stockholder as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents of the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder grants to the Underwriters an option to purchase up to the number of Underwritten Option Shares being purchased from set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such option is exercisable in the Company by event that the several UnderwritersUnderwriters sell more shares of Common Stock than the number of Firm Shares in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, subjectseverally and not jointly, however, to purchase the number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option is being exercised total number of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $[•] per share. The Selling Stockholders shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell (i) [●] Firm Shares to the several Underwriters at a purchase price (net of discounts and commissions) per Firm Share of $ [●] for the first $10 million of Shares which represents an 8% discount to the public offering price per Firm Share; (ii) $ [●] for the second $10 million of Shares which represents a 4% discount to the public offering price per Firm Share; (iii) and $ [●] for the Shares thereafter which represents a 3.5% discount to the public offering price per Firm Share and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name on Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. For the avoidance of doubt, each Underwriter shall be liable only with respect to the securities that they agree to purchase as set forth on Schedule I hereto. In addition, the Company grants to the Underwriters the Over-Allotment Option to purchase up to (i) [●] additional Option Shares at a purchase price (net of discounts and commissions) per Option Share of $[●], which represents a 8% discount to the public offering price per Option Share to cover over-allotments. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth on Schedule I hereto opposite the name of such Underwriter in Schedule 1 heretobears to the total number of Firm Shares. In addition, The Company is not obligated to deliver any of the Selling Shareholder agrees to sell Firm Shares or the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, be delivered on the basis of the representationsapplicable Delivery Date, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option except upon payment for all such Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased on such Delivery Date as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten 32,000,000 Firm Shares at $5.9136 per share, severally and not jointly, to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 4,800,000 Option Shares at $5.9136 per share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the basis Firm Shares but not payable on the Option Shares. Such option is exercisable in the event that the Underwriters sell more than the number of Firm Shares in the representations, warranties offering and agreements as set forth herein and subject to the conditions set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of Firm Shares. The Company shall not be obligated to deliver any of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be delivered on the number of Option Shares which bears First Delivery Date or the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase the Option Shares. Such option is exercisable in the event that the Underwriters sell more Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by such Underwriter sold on the applicable Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 heretobears to the total number of Firm Shares. In addition, The purchase price payable by the Selling Shareholder agrees to sell Underwriters for both the Firm Shares and any Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price is $[●] per share (less, in the “case of any Option Purchase Price”) of $[•]Shares, less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Firm Shares but not payable on the Option Shares). If The Company is not obligated to deliver any Option of the Firm Shares are to be purchased, the number of or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares are is $[●] per share. The Company is not obligated to be purchased, deliver any of the number of Firm Shares or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Stockholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a purchase price per share of $46.25 (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder Stockholder, as and to the extent indicated in Schedule 2 hereto, agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the . The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from the Selling Shareholder Stockholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Underwriters in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives Underwriters to each of the Company and the Selling ShareholderStockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] Firm Shares and each Selling Shareholder agrees to sell the number of Firm Shares set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option the Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of the Firm Shares that represents the same proportion of the number of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears Company and the same ratio to the aggregate number of Option Shares being purchased Selling Shareholders as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of the Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Underwritten Option Shares being purchased from set forth opposite such Selling Shareholder’s name in Schedule II hereto, severally and not jointly. Any such election to purchase Option Shares shall be made in proportion to the Company maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in their sole discretion shall makeSchedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price payable by the Underwriters may exercise for both the option to purchase Firm Shares and any Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the is $[●] per Share. The Company and the Selling Shareholder. Such notice shall set forth Shareholders are not obligated to deliver any of the aggregate number of Firm Shares or Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Company agrees to sell 2,388,268 Shares to the several Underwriters and the Selling Shareholder agrees to sell 1,689,942 Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) number of $[•] Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In additionShareholder, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, acting severally and not jointly, from that number of Shares that represents the same proportion of the number of Shares to be sold by the Company and by the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 611,731 Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Underwritten Option Shares being purchased from the Company to be sold by the several UnderwritersCompany. Each Underwriter agrees, subjectseverally and not jointly, however, to purchase the number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in their sole discretion shall makeSchedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price payable by the Underwriters may exercise for both the option to purchase Firm Shares and any Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the is $54.24 per share. The Company and the Selling Shareholder. Such notice shall set forth Shareholder are not obligated to deliver any of the aggregate number of Firm Shares or Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $__________ (the “"Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto"). In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 8 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 8 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Company agrees to sell 10,000,000 Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto plus any additional amount of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. Each Underwriter shall be obligated to purchase from the Company, that number of the Firm Shares that represents the same proportion of the number of the Firm Shares to be purchased sold by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or plus any additional amount of Shares which such number as it Underwriter may be increased become obligated to purchase pursuant to the provisions of Section 12 hereof) bears 9 hereof represents of the total number of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional Shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 additional Option Shares. Such options are exercisable only for the purpose of covering overallotments made in connection with the offering and distribution of the Firm Shares and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Underwritten Option Shares being purchased from the Company by the several Underwriters, subject, however, (subject to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised and total number of Firm Shares. The price of the date and time when Firm Shares purchased by the Underwriters shall be $64.33875 per Share. The price of the Option Shares are purchased by the Underwriters shall be $64.33875 per Share, except that in the event the Underwriters purchase Option Shares after a dividend record date which occurs after the Initial Delivery Date, the price of such Option Shares shall be the price of the Firm Shares less an amount per Share equal to such dividend. The Company shall not be obligated to deliver any Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, to sell the respective Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders the respective number of Corporation Underwritten Shares and ESH REIT Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a an aggregate price per share Share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto16.637625. In addition, the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the respective Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Stockholders up to 2,250,000 Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per Share equal to any dividends or distributions per share declared by the Transaction Entities and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Corporation Option Shares and ESH REIT Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderStockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis number of shares of the representations, warranties and agreements Firm Shares set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 12 5 hereof) . Any such election to purchase Option Shares shall be made in the proportion that the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto bears to the aggregate maximum number of Underwritten all Option Shares being purchased from to be sold among the Company by Selling Shareholders as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of shares of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised total number of shares of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $[ ] per share. The Selling Shareholders shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Company agrees to sell 3,382,500 Firm Shares and the Selling Shareholder agrees to sell 2,767,500 Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) number of $[•] the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto plus any additional amount of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Shareholder Shareholder, that number of the Firm Shares that represents the same proportion of the number of Underwritten the Firm Shares to be purchased sold by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, Company and by the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or plus any additional amount of Shares which such number as it Underwriter may be increased become obligated to purchase pursuant to the provisions of Section 12 hereof) bears 11 hereof represents of the total number of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate number of Underwritten Firm Shares being purchased from shall be rounded among the Company by the several UnderwritersUnderwriters to avoid fractional Shares, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 507,375 additional Option Shares and the Selling Shareholder grants to the Underwriters an option to purchase up to 415,125 Option Shares. Such options are exercisable only for the purpose of covering overallotments made in their sole discretion shall makeconnection with the offering and distribution of the Firm Shares and as set forth in Section 5 hereof. The Underwriters may exercise the option Any such election to purchase Option Shares at any time shall be made in whole, or from time proportion to time in part, on or before the thirtieth day following the date maximum number of the Prospectus, Option Shares to be sold by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth Each Underwriter agrees, severally and not jointly, to purchase the aggregate number of Option Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) that bears the same proportion to which the option is being exercised and total number of Option Shares to be sold on such Delivery Date as the date and time when number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of the Firm Shares purchased by the Underwriters shall be $56.01375 per Share. The price of the Option Shares are purchased by the Underwriters shall be $56.01375 per Share, except that in the event the Underwriters purchase Option Shares after a dividend record date which occurs after the Initial Delivery Date, the price of such Option Shares shall be the price of the Firm Shares less an amount per Share equal to such dividend. The Company and the Selling Shareholder shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten 5,000,000 Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agreesthis Agreement, each of the Selling Shareholders, respectively, grant, severally and not jointly, to the Underwriters an option to purchase at a price per share (the “Purchase Price”) of $[•] Option Shares from the Company and, in the case of each Selling Shareholder the number of Underwritten Shares Shareholder, up to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to set forth opposite such Selling Shareholder's name on Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares shall be purchased by each Underwriter shall be severally for the account of the Underwriters in proportion to the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to hereto. To the aggregate number of Underwritten Shares being purchased from extent that the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before fewer than the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares as offered hereunder, the Underwriters shall purchase Option Shares from each Selling Shareholder in the same proportion that the number of Option Shares offered by such Selling Shareholder bears to which the option is being exercised and total number of Option Shares offered by the date and time when Selling Shareholders hereunder. The respective purchase obligations of each Underwriter with respect to the Option Shares are shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] per share. Neither the Company nor any Selling Shareholder shall be obligated to deliver any of the Shares to be delivered and paid for, which may be the same date and time as the Closing on any Delivery Date (as hereinafter defined) but shall not ), except upon payment to such party for all the Shares to be earlier than the Closing purchased from such party on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis number of shares of the representations, warranties and agreements Firm Shares set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 12 5 hereof) . Any such election to purchase Option Shares shall be made in the proportion that the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto bears to the aggregate maximum number of Underwritten all Option Shares being purchased from to be sold among the Company by Selling Shareholders as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of shares of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised total number of shares of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $27.25 per share. The Selling Shareholders shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell ______ Firm Shares and each Selling Shareholder hereby agrees to sell the Underwritten number of Firm Shares to the several Underwriters as provided set opposite its name in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesSchedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares to be purchased by such Underwriter as set forth opposite the that Underwriter's name of such Underwriter in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Selling Shareholder agrees to sell the Option Shares Shareholders grant to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the an option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Such option is granted for the purpose of covering over-allotments, if any, in the sale of the Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares are shall be purchased severally for the account of the Underwriters in proportion to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number shares of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears hereto. The respective purchase obligations of each Underwriter with respect to the aggregate number of Underwritten Option Shares being purchased from the Company shall be adjusted by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion so that no Underwriter shall make. The Underwriters may exercise the option be obligated to purchase Option Shares at other than in 100 share amounts. The price of both the Firm Shares and any time in whole, or from time Option Shares shall be $O per share. Neither the Company nor the Selling Shareholders shall be obligated to time in part, on or before the thirtieth day following the date deliver any of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing on any Delivery Date (as hereinafter defined) but shall not ), except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [—] shares of the Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [—] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of shares of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of shares of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) shares of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares are is $[—] per share. The Company is not obligated to be purchased, deliver any of the number of Firm Shares or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 2,000,000 Firm Shares to the several Underwriters and each Selling Shareholder, acting severally and not jointly, agrees to sell the number of shares of the Firm Shares set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Shareholder Shareholders, acting severally and not jointly, that number of Firm Shares that represents the Option Shares at purchase at a price per share (the “Option Purchase Price”) same proportion of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears Company and by the same ratio to the aggregate number of Option Shares being purchased Selling Shareholders as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 300,000 additional Option Shares and the Selling Shareholders, acting severally and not jointly, grant to the Underwriters an option to purchase up to 825,000 additional Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Underwritten Option Shares being purchased from to be sold by the Company by and the several UnderwritersSelling Shareholders, subjectacting severally and not jointly. Each Underwriter agrees, howeverseverally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in their sole discretion shall makeSchedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price payable by the Underwriters may exercise for both the option to purchase Firm Shares and any Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the is $15.675 per share. The Company and the Selling Shareholder. Such notice shall set forth Shareholders are not obligated to deliver any of the aggregate number of Firm Shares or Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten 5,000,000 Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares to be purchased by such Underwriter as set forth opposite the that Underwriter's name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters Except as provided in this AgreementSection 9 hereof, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be obligated to purchase from the Company that number of Firm Shares that represents the same proportion of the number of Option Shares which bears to be sold by the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 750,000 Option Shares. Such option is exercisable in the event that the Underwriters sell more Firm Shares than the number of Underwritten Firm Shares being purchased from in the Company by offering and as set forth in Section 4 hereof. Except as provided in Section 9 hereof, each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised total number of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $ per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Company and each of the Selling Shareholder agrees Stockholders agree, severally and not jointly, to sell the number of Shares set forth under the column “Underwritten Shares Shares” opposite its name in Schedule II hereto to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $[ ] (the “Purchase Price”) the number of $[•] from Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Shareholder Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretoI hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all the Selling Stockholders hereunder. In addition, each of the Selling Shareholder agrees Stockholders, as and to the extent indicated in Schedule II hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in accordance with the terms of this AgreementAgreement and such Underwriters shall have the option to purchase at their election up to a maximum of [ ] Option Shares, and at the Purchase Price, in the event that the Underwriters sell more shares of Common Stock than the number of Underwritten Shares. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Selling Shareholder Stockholders, as and to the extent indicated in Schedule II hereto, at the Purchase Price, that portion of the number of Option Shares at purchase at a price per share as to which such election shall have been exercised (subject to such adjustments to eliminate fractional shares as the “Option Purchase Price”Representative may determine) determined by multiplying such number of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be purchased, made in proportion to the maximum number of Option Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Stockholder as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeII hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling Shareholderan Attorney-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days three Business Days prior to the date and time of delivery specified therein, unless otherwise agreed by the parties hereto.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Stockholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $[•] from 21.175 the Selling Shareholder the respective number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder Stockholder agrees as and to sell the extent indicated in Schedule 1 hereto, to sell, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Stockholder at the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderStockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [•] Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [•] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 heretobears to the total number of Firm Shares. In addition, The purchase price payable by the Selling Shareholder agrees to sell Underwriters for both the Firm Shares and any Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of is $[•], less an amount equal ] per share. The Company is not obligated to deliver any dividends of the Firm Shares or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell shares of the Underwritten Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of shares of the Firm Shares set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the conditions Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to additional shares of Option Shares. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) shares of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The price of both the Firm Shares and any Option Shares are purchased by the Underwriters shall be $ per share. The Company shall not be obligated to be purchased, deliver any of the number of Firm Shares or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 3,300,000 shares of the Firm Shares, and each Selling Shareholder hereby agrees to sell the Underwritten number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of the Firm Shares to be purchased by such Underwriter as set forth opposite the that Underwriter's name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees Each Underwriter shall be obligated to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, purchase from the Company and from each Selling Shareholder Shareholder, that number of Firm Shares which represents the Option Shares at purchase at a price per share (the “Option Purchase Price”) same proportion of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Firm Shares to be purchased sold by the Company and by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder, as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 400,000 shares of Option Shares, and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Underwritten Option Shares being set forth opposite his name in Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Shares of Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from the Company and each of the Selling Shareholders on a pro rata basis, based on the proportion of the total Option Shares offered by the several UnderwritersCompany or such Selling Shareholder, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makecase may be. The Underwriters may exercise respective purchase obligations of each Underwriter with respect to the option Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares at other than in 100 share amounts. The price of both the Firm Shares and any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Option Shares shall be $[ ] per share. The Company and the Selling Shareholder. Such notice Shareholders shall set forth not be obligated to deliver any of the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing on any Delivery Date (as hereinafter defined) but shall not ), except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Company agrees to sell 1,940,000 Shares to the several Underwriters and the Selling Shareholder agrees to sell 705,953 Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) number of $[•] Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In additionShareholder, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, acting severally and not jointly, from that number of Shares that represents the same proportion of the number of Shares to be sold by the Company and by the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 396,892 Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Underwritten Option Shares being purchased from the Company to be sold by the several UnderwritersCompany. Each Underwriter agrees, subjectseverally and not jointly, however, to purchase the number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in their sole discretion shall makeSchedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price payable by the Underwriters may exercise for both the option to purchase Firm Shares and any Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the is $145.7150 per share. The Company and the Selling Shareholder. Such notice shall set forth Shareholder are not obligated to deliver any of the aggregate number of Firm Shares or Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ Firm Shares and each Selling Shareholder agrees to sell the Underwritten number of Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, shall purchase that number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more Firm Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Except as provided in this Underwriting Agreement (the “Agreement”)Section 11 hereof, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The price of both the Firm Shares and any Option Shares are purchased by the Underwriters shall be $__________ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Firm Shares or, in the case of the Selling Shareholders, Option Shares, each to be purchaseddelivered on the applicable Delivery Date, the number of Option except upon payment for all such Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased on such Delivery Date as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, at a price per share of $30.38 (the “Company Purchase Price”), that number of Underwritten Shares (subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make) obtained by multiplying 10,250,000 Underwritten Shares by a fraction the numerator of $[•] from the Selling Shareholder which is the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 heretohereto and the denominator of which is the total number of Underwritten Shares. In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at purchase at a price per share (the “Option Company Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth twenty-fifth day following the date of this Agreement (such period, the Prospectus“Over-allotment Period”), by written notice from the Representatives to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees Stockholders agree, severally and not jointly, to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholders at a price per share of $[ ] (the “Purchase Price”) of $[•] from the Selling Shareholder the respective number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees Stockholders agree, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Selling Stockholders as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderAttorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Firm Common Shares and Firm Preferred Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares and Firm Preferred Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $0.95 per share of Firm Common Shares sold to non-affiliates and $0.98 per share of Firm Common Shares sold to affiliates (in each case, as applicable, the “Common Price”) and a price per share of $19.00 per share of Firm Preferred Shares sold to non-affiliates and $19.60 per share of Firm Preferred Shares sold to affiliates (in each case, as applicable, the “Preferred Price”, and collectively with the Common Price, the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto). In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Common Shares at purchase the Common Price and the Option Preferred Shares at a price per share (the “Option Purchase Preferred Price”) of $[•], in each case less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Firm Common Shares or the Firm Preferred Shares but not payable on the applicable Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Common Shares or the Firm Preferred Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Firm Common Shares or the Firm Preferred Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $-- (the “Purchase Price”) "PURCHASE PRICE"). The public offering price of $[•] from the Selling Shareholder Shares is not in excess of the number price recommended by Bear, Stearns & Co. Inc., acting as a "qualified independent underwriter" wixxxx xxe meaning of Underwritten Shares to be purchased by such Underwriter as set forth opposite Rule 2720 of the name Rules of such Underwriter in Schedule 1 hereto. Conduct of the National Association of Securities Dealers, Inc. In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•]Price to cover over-allotments, less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Sharesif any. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days three Business Days prior to the date and time of delivery specified thereintherein unless otherwise agreed by the parties hereto.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,000,000 Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 900,000 additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares is $7.99 per share, less, in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell case of the Option Shares to the several Underwriters as provided in this AgreementShares, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price an amount per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share declared by the Company on its Ordinary Shares and payable on the Underwritten Firm Shares but not payable on the such Option Shares. If The Company is not obligated to deliver any Option of the Firm Shares are to be purchased, the number of or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $6.815 (the “Underwritten Share Purchase Price”) ), other than the Other Underwritten Shares which shall be purchased at a price per share of $[•] 7.25 (the “Other Underwritten Share Purchase Price”); provided, however, that it is understood that if X.X. Xxxxxx Securities LLC is unable at the Closing Date (as hereinafter defined) to effect the sale of any Other Underwritten Shares directly to such Other Underwritten Share Purchaser, then any concession or fee charged by an intermediary shall be deducted from the Selling Shareholder the number of Other Underwritten Shares to be purchased by Share Purchase Price for such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 heretoOther Underwritten Shares. In addition, the Selling Shareholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Shares at purchase at a price per share (the “Option Underwritten Share Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company and the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, the Company agrees to sell 11,670,000 Firm Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company that number of Firm Shares that represents the same proportion of the number of Firm Shares to be purchased sold by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Company as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents to the total number as it may of Firm Shares to be increased purchased by all of the Underwriters pursuant to Section 12 hereof) bears this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,750,500 additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Underwritten Firm Shares being purchased from in the Company by offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option total number of Firm Shares. The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares is being exercised and $5.64 per share, less, in the date and time when case of the Option Shares, an amount per share equal to any dividends or distributions declared by the Company on its Ordinary Shares are and payable on the Firm Shares but not payable on such Option Shares. Subject to Section 9(b), the Company is not obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] shares of the Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of shares of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten shares of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of shares of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) shares of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Firm Shares. If The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares are is $[●] per share. The Company is not obligated to be purchased, deliver any of the number of Firm Shares or Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder agrees to sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis number of shares of the representations, warranties and agreements Firm Shares set forth herein and subject to the conditions set forth herein, agreesopposite its name in Schedule 2 hereto, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at agrees to purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be purchased sold by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder as the number of Underwritten shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number as it may of shares of the Firm Shares to be increased purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 12 5 hereof) . Any such election to purchase Option Shares shall be made in the proportion that the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto bears to the aggregate maximum number of Underwritten all Option Shares being purchased from to be sold among the Company by Selling Shareholders as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the several Underwriters, subject, however, number of shares of Option Shares (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives same proportion to the Company and the Selling Shareholder. Such notice shall set forth the aggregate total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to which the option is being exercised total number of shares of Firm Shares. The price of both the Firm Shares and the date and time when the any Option Shares are purchased by the Underwriters shall be $33.61 per share. The Selling Shareholders shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten 13,500,000 Firm Shares at $6.288 per share, severally and not jointly, to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 2,025,000 Option Shares at $6.288 per share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the basis Firm Shares but not payable on the Option Shares. Such option is exercisable in the event that the Underwriters sell more than the number of Firm Shares in the representations, warranties offering and agreements as set forth herein and subject to the conditions set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees to sell the Option Shares bears to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number of Firm Shares. The Company shall not be obligated to deliver any of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], less an amount equal to any dividends or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be delivered on the number of Option Shares which bears First Delivery Date or the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Second Delivery Date (as hereinafter defined) but shall not ), as the case may be, except upon payment for all the Shares to be earlier than the Closing purchased on such Delivery Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder agrees to sell sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $43.68 (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. In addition, the Selling Shareholder agrees agrees, as and to sell the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from the Selling Shareholder the Shareholder, up to 825,000 Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Shareholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Shareholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Underwritten [•] Firm Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”)Underwriters, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of Firm Shares set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the conditions Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [•] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and as set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder the number of Underwritten Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased by sold on such Underwriter Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 heretobears to the total number of Firm Shares. In addition, The price of both the Selling Shareholder agrees to sell the Firm Shares and any Option Shares to purchased by the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of be $[•], less an amount equal ] per share. The Company shall not be obligated to deliver any dividends of the Firm Shares or distributions per share payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time purchased on such Delivery Date as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell, and each Selling Shareholder agrees agrees, severally and not jointly, to sell sell, its respective portion of the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from the Selling Shareholder Company the respective number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto and from the Selling Shareholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 3 hereto. In addition, the each Selling Shareholder agrees as and to the extent indicated in Schedule 3 hereto, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Shareholders at the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[•], Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 3 hereto (or such number increased as it may be increased pursuant to set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling ShareholderShareholders (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the third (3rd) tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.