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

Purchase of the Shares by the Underwriters. (a) The Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller 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 I 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 Stockholder hereunder. In addition, the Company agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each Underwriter, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. 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 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 11 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 agrees to issue and sell the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 Seller Underwriter's name in Schedule 1 hereto at a purchase price per share of $31.1125 $ (the “"Purchase Price”) "). The public offering price of the number Shares is not in excess of Underwritten Shares (to be adjusted the price recommended by you so Credit Suisse First Boston LLC, acting as to eliminate fractional shares) determined by multiplying a "qualified independent underwriter" within the number meaning of Underwritten Shares to be sold by such Seller by a fractionRule 2720 of the Rules of Conduct of the National Association of Securities Dealers, 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 I 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 Stockholder hereunder. Inc. In addition, the Company agrees to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 hereof) bears to purchase hereunderthe 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 and from time to time (but not more than twice) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. 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 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 11 9 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agrees, severally and not jointly, to purchase from such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $42.79 from each of the Selling Stockholders the number of 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 Seller each of the Selling Stockholders as set forth opposite their respective names in Schedule B 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 I A hereto and the denominator of which is the aggregate number of the Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule B hereto, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 A hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule B hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth 30th day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. 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 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 11 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 Company agrees to issue and the Selling Stockholder (collectively, the “Sellers”sell, and each a “Seller”) agreeSelling Stockholder agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 32.99 (the “Purchase Price”) the number of 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 or such Seller Selling 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 I 1 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 Stockholder Stockholders hereunder. In addition, the Company agrees to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe 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 Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyCompany and the Selling Stockholders. 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 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 11 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 Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 _____ (the “"Purchase Price”") the number of 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 Seller the Company and each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. The public offering price of the Shares is not in excess of the price recommended by Credit Suisse Securities (USA) LLC, acting as a "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 Company agrees and each of the Selling Stockholders agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the such Underwriters shall have the option to purchase at their election up to 429,000 a maximum of 1,119,863 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations representations, warranties and warranties herein containedagreements set forth herein, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company and the Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the Attorneys-in-Fact (as defined below). The Option Shares may only be purchased by the Underwriters for the purpose of covering over-allotments made in connection with the sale of the Underwritten Shares. 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 tenth third 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 (the “Purchase Price”) of $[ ] the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, up to 3,300,000 Option Shares from the Company Selling Stockholders at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as each of X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives each of X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC to the CompanyCompany and the Selling Stockholders (with respect to the Specified Selling Stockholders (as defined below), such notice shall be deemed delivered if delivered to the Attorneys-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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 sharessell, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 19.68 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to sell the extent indicated in Schedule 2 hereto, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and time, in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Stockholders (as defined in Schedule 2 hereto). 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 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 11 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.

Purchase of the Shares by the Underwriters. (a) The Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 $ (the “"Purchase Price”") the number of 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 Seller the Company and each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders as and to the extent indicated in Schedule II hereto agree, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 I hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the Attorneys-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 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 11 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 Company and the each Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeagrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and the Selling Stockholders at a purchase price per share of $31.1125 [ ] (the “Purchase Price”) the number of 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 Seller the Company and each of the Selling 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 name of such Underwriter in Schedule I 1 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 Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 and the Underwriters shall have the option to purchase at their election up to 429,000 [ ] Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 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 the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the Attorneys-in Fact. 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 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 11 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 Company agrees to issue and the Selling Stockholder (collectively, the “Sellers”sell, and each a “Seller”) agreeof the Selling Stockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 sharessell, respectively, on the basis of the Stock 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 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $_________ from the Company and each of the Selling Stockholders the number of 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 or such Seller Selling Stockholder as set forth opposite its name 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 I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares, 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Attorneys-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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 14.4875 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company GA-NWS Investor LLC agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 1,200,000 Option Shares at the Purchase PricePrice 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. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company GA-NWS Investor LLC at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by GA-NWS Investor LLC as set forth in this Section 2(a). The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyGA-NWS Investor LLC. 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 or later than the 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 11 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 Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company at a purchase price per share Share of $31.1125 24.1875 (the “Purchase Price”) the number of 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 Seller the Company 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 I 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 Stockholder hereunderCompany. In addition, the Company agrees to sell the Option Shares to the several Underwriters Underwriters, and the Underwriters shall have the option to purchase at their election election, up to 429,000 300,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives X.X. Xxxxxx Securities Inc. (“JPMorgan”) to the Company. 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 tenth fifth 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 11 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 Company agrees to issue and sell the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the such Underwriter's name of such Underwriter in Schedule I 1 hereto and at a price per share (the denominator "Purchase Price") of which U.S.$ . The public offering price of the Shares is not in excess of the aggregate number price recommended by , acting as a "qualified independent underwriter" within the meaning of Underwritten Shares to be purchased by all Rule 2720 of the Underwriters from Rules of Conduct of the Company and the Selling Stockholder hereunder. National Association of Securities Dealers, Inc. In addition, the Company agrees to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to purchase hereunderthe 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. 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 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 11 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 Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and the Selling Stockholder at a purchase price per share of $31.1125 [ ] (the “"Purchase Price”") the number of 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 Seller the Company and the Selling Stockholder as set forth opposite its name 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 I 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 Stockholder hereunder. In addition, [the Company agrees Company] [and] [the Selling Stockholder, as and to the extent indicated in Schedule II hereto] [agree, severally and not jointly,] to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 [ ] Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from [the Company ][and][the Selling Stockholder] at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made [in proportion to the maximum number of Option Shares to be sold by the Company and the Selling Stockholder][initially with respect to the Option Shares to be sold by the Company and then with respect to the number of Option Shares to be sold by the Selling Stockholder.] The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the [Company] [and the] [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, 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 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 11 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 each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Shareholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this Agreement, in the case of the Company, [_________] Underwritten Shares and, in the case of each Selling Shareholder, the number of Underwritten Shares set forth opposite the name of such Selling Shareholder on Schedule II 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 such Seller the Company and the Selling Shareholders at a purchase price per share of $31.1125 [_________] (the “Purchase Price”) the number of 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 Seller the Company and the Selling Shareholders 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 I 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 Stockholder Shareholders hereunder. In addition, the Company Berggruen Holdings North America Ltd. agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 [_________] Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Berggruen Holdings North America Ltd. at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Berggruen Holdings North America Ltd. 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 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 11 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 agrees to sell the Primary Shares to the several Underwriters, and the Selling Stockholder (collectivelyStockholder, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Secondary Shares to the several Underwriters Underwriters, in each case, as provided in this Agreement, and each . Each Underwriter, on the basis of the representations, warranties and agreements set forth herein and herein, but subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from such Seller at a purchase price per share of $31.1125 $ (the “Purchase Price”) the number of Underwritten Primary Shares from the Company and number of Secondary Shares from the Selling Stockholder (to be adjusted by you the Representatives so as to eliminate fractional shares) determined determined, in each case, by multiplying each of the number of Underwritten Primary Shares and the number of Secondary Shares to be sold by such Seller the Company and the Selling Stockholder, respectively, 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 I 2 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 Stockholder hereunder. In addition, the Company agrees to sell the Primary Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 562,500 Primary Option Shares at the Purchase Price. The Selling Stockholder agrees to sell the Secondary Option Shares to the several Underwriters, and the Underwriters shall have the option to purchase at their election up to 562,500 Secondary Option Shares at the Purchase Price. Each Underwriter, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company and the Selling Stockholder at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised by the Underwriters (to be adjusted by you the Representatives so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter on Schedule 2 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 made with respect to the Primary Option Shares and the Secondary Option Shares in proportion to the maximum number of Option Shares to be sold by the Company and the Selling Stockholder, respectively, as set forth above. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to each of the CompanyCompany and the Selling Stockholder. 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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [ ] (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 Underwriters, and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, up to [ ] Option Shares from the Company Selling Stockholders at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company, Pfizer and the Selling Stockholders. 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 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 11 13 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 sharessell, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $[•] from each of the Selling Stockholders the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to sell the extent indicated in Schedule 2 hereto, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Attorneys-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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $[●] from each of the Selling Stockholders the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanySelling Stockholders (and, in the case of the Specified Selling Stockholders, to their respective Attorneys-in-Fact). 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 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 11 12 hereof). Any such notice that is given prior to the Closing Date shall be given at least two Business Days business days prior to the date and time of delivery specified therein; any such notice that is given on or after the Closing Date and prior to the twenty-eighth day following the date of the Prospectus shall be given at least three business days prior to the date and time of delivery specified therein; and any such notice that is given on the twenty-eighth day following the date of the Prospectus 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 Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this Agreement, 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 21.54375 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders as and to the extent indicated in Schedule 2 hereto the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to each of the CompanySelling Stockholders who are not Specified Selling Stockholders. 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 defineddefined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 sharessell, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $[ ] from each of the Selling Stockholders the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Attorneys-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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 38.00 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and time, in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Stockholders (as defined in Schedule 2 hereto). 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 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 11 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.

Purchase of the Shares by the Underwriters. (a) The Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, the Underwritten Shares of the Stock such Selling Stockholder to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [ · ] (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you the Underwriters in their sole discretion so as to eliminate any fractional sharesShares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Seller each of the Selling 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 name of such Underwriter in Schedule I 1 hereto (or such number increased as set forth in Section 12 hereof) and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Option Shares of such Selling Stockholder to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders the Option Shares of such Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election be purchased by each Underwriter shall have been exercised be the number of Option Shares (to be adjusted by you the Underwriters in their sole discretion so as to eliminate any fractional sharesShares) determined by multiplying such the aggregate number of Option Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction fraction, the numerator of which is the maximum aggregate number of Option Underwritten Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) and the denominator of which is the maximum aggregate number of Option Underwritten Shares which to be purchased by all the Underwriters from all of the Underwriters are entitled to purchase Selling Stockholders hereunder. No Option Shares shall be sold and delivered unless the Underwritten Shares previously have been, or simultaneously are, sold and delivered. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Underwriters to the CompanyCompany and the Selling Stockholders (in each case, in accordance with Section 17(a) hereof). 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 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 11 12 hereof). Any such notice shall be given at least two Business Days three business days prior to the date Closing Date (as hereinafter defined) (if the Additional Closing Date (as hereinafter defined) is the same as the Closing Date) and time of delivery specified thereinat least three business days prior to the Additional Closing Date (if the Additional Closing Date is after the Closing Date) or as otherwise agreed among the Company, the Selling Stockholders and the Underwriters.

Purchase of the Shares by the Underwriters. (a) The Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Shareholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Shareholders at a purchase price per share of $31.1125 [ ] (the “Purchase Price”) the number of 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 Seller the Company and each of the Selling Shareholders 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 I 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 Stockholder Shareholders hereunder. In addition, the Company agrees and each of the Selling Shareholders, as and to the extent indicated in Schedule II hereto agree to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 1,125,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company and each of the Selling Shareholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 hereunderhere- under. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule I and Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the 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, 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 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 11 hereof). Any such notice shall be given at least two Business Days five 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 29.356 (the “"Purchase Price”") the number of 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 Seller each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, Magellan Holdings L.P., as and to the Company extent indicated in Schedule II hereto agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 637,500 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company Magellan Holdings L.P. at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Company. Magellan Holdings L.P. 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 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 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 Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 20.75 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 I 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 Stockholder Stockholders hereunder. In addition, the Company agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 520,527 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, purchase from the Company at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 such Underwriter is entitled to purchase purchase, as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. 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 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 11 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 Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [—] (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you the Underwriters so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Seller each of the Selling 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 I 1 hereto (or such number as may be increased in accordance with Section 13 hereof) and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased by the Underwriters, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 may be increased in accordance with Section 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Selling Stockholders, Xxxx Foods and the Company. 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 defineddefined below) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 13 hereof). Any such notice shall be given at least two Business Days business days prior to the date and time of delivery specified therein; provided, however, that if such Option Shares are to be delivered and paid for on the Closing Date, notice may be given one business day prior to such date.

Purchase of the Shares by the Underwriters. (a) The Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 36.60 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and time, in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Stockholders (as defined in Schedule 2 hereto). 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 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 11 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.

Purchase of the Shares by the Underwriters. (a) The Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 30.48 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders, as and to the extent indicated in Schedule II hereto agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 1,052,874 Option Shares at the Purchase PricePrice to cover overallotments, if any. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyAttorneys-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 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 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 Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company at a purchase price per share Share of $31.1125 [ ] (the “Purchase Price”) the number of 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 Seller the Company 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 I 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 Stockholder hereunderCompany. In addition, the Company agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 [ ] Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives J.X. Xxxxxx Securities Inc. (“JPMorgan”) to the Company. 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 tenth fifth 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 11 9 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [·] (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 Underwriters, and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyAttorneys-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 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 11 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 Company On the basis of the representations, warranties and agreements set forth herein and subject to the Selling Stockholder (collectivelyconditions set forth herein, the “Sellers”Company agrees to issue and sell, and each a “Seller”) agreeof the Selling Shareholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 sharessell, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, herein agrees, severally and not jointly, to purchase from such Seller the Company and each of the Selling Shareholders at a purchase price per share of $31.1125 [ ] (the “Purchase Price”) the number of 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 Seller the Company and each of the Selling Shareholders 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 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholder Shareholders hereunder. In addition, the Company agrees and the Selling Shareholders, as and to the extent indicated in Schedule III hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 [ ] Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company and the Selling Shareholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule III hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyCompany and an 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, 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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 25.785 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 and the Underwriters shall have the option to purchase at their election up to 429,000 1,089,277 Option Shares at the Purchase PricePrice 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. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Attorneys-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 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 11 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, except with respect to Option Shares to be purchased on the Closing Date, in which case such notice shall be given at least one business day prior to the Closing Date.

Purchase of the Shares by the Underwriters. (a) The Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 43.83 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and time, in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyCompany and the Selling Stockholders (as defined in Schedule 2 hereto). 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 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 11 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.

Purchase of the Shares by the Underwriters. (a) The Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company at a purchase price per share of $31.1125 15.757 (the “Purchase Price”) the number of 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 Seller the Company 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 I 1 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 Stockholder hereunder. In addition, the Company agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 750,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. 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 tenth full business day (as hereinafter defineddefined in Section 12 hereof) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [•] (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth 30th day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanySelling Stockholders. 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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [·] (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company at their election up to [·] Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised Company 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 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 11 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein.Selling

Purchase of the Shares by the Underwriters. (a) The Company agrees to sell the Primary Shares to the several Underwriters, and the Selling Stockholder (collectivelyStockholder, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Secondary Shares to the several Underwriters Underwriters, in each case, as provided in this Agreement, and each . Each Underwriter, on the basis of the representations, warranties and agreements set forth herein and herein, but subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from such Seller at a purchase price per share of $31.1125 10.925 (the “"Purchase Price”") the number of Underwritten Primary Shares from the Company and number of Secondary Shares from the Selling Stockholder (to be adjusted by you the Representatives so as to eliminate fractional shares) determined determined, in each case, by multiplying each of the number of Underwritten Primary Shares and the number of Secondary Shares to be sold by such Seller the Company and the Selling Stockholder, respectively, 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 I 2 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 Stockholder hereunder. In addition, the Company agrees to sell the Primary Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 562,500 Primary Option Shares at the Purchase Price. The Selling Stockholder agrees to sell the Secondary Option Shares to the several Underwriters, and the Underwriters shall have the option to purchase at their election up to 562,500 Secondary Option Shares at the Purchase Price. Each Underwriter, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company and the Selling Stockholder at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised by the Underwriters (to be adjusted by you the Representatives so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter on Schedule 2 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 made with respect to the Primary Option Shares and the Secondary Option Shares in proportion to the maximum number of Option Shares to be sold by the Company and the Selling Stockholder, respectively, as set forth above. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to each of the CompanyCompany and the Selling Stockholder. 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 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 11 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 Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 - (the “"Purchase Price”") the number of 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 Seller the Company and each of the Selling 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 I 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 Stockholder Stockholders hereunder. In addition, the Company LGB Pike II LLC agrees to sell the Option Shares to the several Underwriters Underwriters, and the Underwriters shall have the option to purchase at their election up to 429,000 2,025,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company LGB Pike II LLC at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and LGB Pike II LLC. 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 nor, unless the Representatives and LGB Pike II LLC otherwise agree, earlier than the second or later than the 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 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 sharessell, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $[●] from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to sell the extent indicated in Schedule 2 hereto, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the Company and the 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Selling Stockholders. 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 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 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 $ (the “Purchase Price”) the number of 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 Seller each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 Option Options Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyAttorneys-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 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 11 12 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Underwritten Shares by the Underwriters.

Purchase of the Shares by the Underwriters. (a) The Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 $ (the “"Purchase Price”") the number of 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 Seller the Company and each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees and the Selling Stockholders as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 [ ] Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company and the Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the 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, 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 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 11 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 Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 21.774 (the “"Purchase Price”") the number of 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 Seller the Company and each of the Selling 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 I 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 Stockholder Stockholders hereunder. In addition, the Company agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 630,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Company. 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 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 11 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 Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 1.68 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so the Representatives as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company Citadel Equity Fund Ltd. agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Citadel Equity Fund Ltd. at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. Company and Citadel Equity Fund Ltd. 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 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 11 9 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 Company agrees to issue and the Selling Stockholder (collectively, the “Sellers”sell, and each a “Seller”) agreeSelling Stockholder agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 15.79 (the “Purchase Price”) the number of 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 or such Seller Selling 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 I 1 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 Stockholder Stockholders hereunder. In addition, the Company agrees to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Selling Stockholders. 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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [•] (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders up to 600,000 Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyAttorneys-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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 1.68 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so the Representatives as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company Citadel Equity Fund Ltd. agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Citadel Equity Fund Ltd. at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the Selling Stockholders by the several Underwriters, subject, however, to such ad justments 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. Company and Citadel Equity Fund Ltd. 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 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 11 9 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 30.718125 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 849,428 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanySelling Stockholders or their respective Attorneys-in-Fact (as defined below), as applicable. 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 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 11 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 Company and certain of the Selling Stockholder (collectivelyStockholders agree, as and to the “Sellers”, and each a “Seller”) agreeextent indicated in Schedule II hereto, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller 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 $31.1125 $ 26.194 (the “Purchase Price”) the number of 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 Seller the Company and certain of the Selling 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 I 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 Stockholder Stockholders hereunder. In addition, certain of the Company agrees Selling 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 and the Underwriters shall have the option to purchase at their election up to 429,000 1,312,500 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from certain of the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 Firm Shares which such Underwriter is entitled required to purchase and the denominator of which is the maximum number of Option Firm Shares which all of the Underwriters are entitled required to purchase hereunder. 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 III hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time (but not more than twice) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the Selling Stockholders. 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 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 11 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 Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 16.430625 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 Underwriters, and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyAttorneys-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 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 11 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 Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 $ (the “Purchase Price”) the number of 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 Seller the Company and each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 [ ] Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyAttorney-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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 29.115625 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Priceas provided in this Agreement. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from each of the Company Selling Stockholders the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to each of the Company, Valcon Acquisition Holding (Luxembourg) S.à x.x. (“Luxco”) and the Attorneys-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 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 11 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.

Purchase of the Shares by the Underwriters. (a) The Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 ___________ (the “"Purchase Price”") the number of 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 Seller the Company and each of the Selling 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 I 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 Stockholder Stockholders hereunder. Notwithstanding any indication to the contrary in this Agreement, none of the Shares to be sold by J.P. Morgan Partners (23A SBIC), L.P., or any affiliate of J.P. Morgan Xxxxxxxx (23A SBIC), L.P., pursuant to this Agreement will xx xxxx xx J.P. Morgan Securities Inc. To the extent necessary to give effect to xxx xxxxx xentence, the parties to this Agreement hereby agree that any allocation of Underwritten Shares to be sold by the Selling Stockholders to the account of J.P. Morgan Securities Inc. pursuant to this Agreement shall consist exxxxxxx xx Underwritten Shares owned by Selling Stockholders other than J.P. Morgan Partners (23A SBIC), L.P. or any affiliate of J.P. Morgan Xxxxxxxx (03A SBIC), L.P. The public offering price xx xxx Xxxxes is not in excess of the price recommended by William Blair & Company, L.L.C., acting as a "qualified independent unxxxxxxxxx" xxthin the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, the Company agrees to sell the Option Shares to the several Underwriters in accordance with the terms of this Agreement and the such Underwriters shall have the option to purchase at their election up to 429,000 a maximum of ___________ Option Shares Shares, to cover over-allotments, if any, at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company Company, to cover over-allotments, if any, at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyCompany and an 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 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 11 hereof). Any such notice shall be given at least two 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 and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company at a purchase price per share Share of $31.1125 7.02 (the “Purchase Price”) the number of 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 Seller the Company 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 I 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 Stockholder hereunderCompany. In addition, the Company agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 4,500,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives X.X. Xxxxxx Securities Inc. (“JPMorgan”) to the Company. 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 tenth fifth 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 11 9 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 Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Selling Stockholder at a purchase price per share of $31.1125 22.6812 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Seller the Selling Stockholder as set forth 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 I 1 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 Stockholder hereunder. In addition, the Company Selling Stockholder agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 1,125,000 Option Shares at the Purchase PricePrice 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. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanySelling Stockholder. 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 or later than the 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 11 12 hereof). Any Except in connection with a concurrent closing with the sale of the Underwritten Shares, 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 Company and each of the Selling Stockholder (collectively, Stockholders agree to issue and sell the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 ___(the “Purchase Price”) the number of 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 Seller the Company and each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders agree to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the Company and the 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanySelling Stockholders. 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 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 11 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 agrees to issue and sell the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 Seller Underwriter’s name in Schedule I hereto at a purchase price per share of $31.1125 [ ] (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller 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 I 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 Stockholder hereunder). In addition, each of the Company agrees Selling Stockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 2,250,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyCompany and the Selling Stockholders. 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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 sharessell, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $[ ] from each of the Selling Stockholders the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company Selling Stockholders agrees as and to sell the extent indicated in Schedule 2 hereto, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to AP Carib Holdings, Ltd., Popular, Inc. and the Attorney-in-Fact (as defined below), with a copy to be sent to the Company. 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 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 11 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, unless the notice is delivered prior to 9:00 a.m. New York City time on the date that is one business day prior to the Closing Date and the date and time of delivery specified in such notice is the Closing Date.

Purchase of the Shares by the Underwriters. (a) The Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [ l ] (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders up to [ l ] Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyAttorneys-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 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 11 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 Company and the Each Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeagrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, the number of Shares set forth under the Stock column "Underwritten Shares" opposite its name in Schedule II hereto to the several Underwriters as provided in this 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 such Seller each Selling Stockholder, at a purchase price per share of $31.1125 27.966 (the “"Purchase Price”) "), the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the total number of Underwritten Shares to be sold by such Seller Selling Stockholder by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter Underwriter, as set forth opposite the name of such Underwriter in Schedule I hereto 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 Stockholder hereunder. In addition, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell the number of Shares set forth under the column "Option Shares Shares" opposite its name in Schedule II hereto to the several Underwriters Underwriters, and the Underwriters shall have the option to purchase purchase, at their election election, up to 429,000 the total number of Option Shares at the Purchase PricePrice per Share. Each Underwriter, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company each Selling Stockholder, at the Purchase Price per Share, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the total number of Option Shares to be sold by such Selling Stockholder by a fraction fraction, the numerator of which is the maximum number of Option Underwritten Shares which to be purchased by such Underwriter, as set forth opposite the name of such Underwriter is entitled to purchase in Schedule I hereto, and the denominator of which is the maximum aggregate number of Option Underwritten Shares which to be purchased by all Underwriters hereunder; provided that to the extent the Underwriters shall exercise their option to purchase less than all of the Underwriters are Option Shares, the Selling Stockholders shall sell such Option Shares in descending order of priority set forth on Schedule II hereto, such that no Selling Stockholder with a lower position of priority shall be entitled to purchase hereundersell any Option Shares offered by such Selling Stockholder until all Option Shares offered by all Selling Stockholders ranking higher in priority shall have been sold. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyAttorney-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 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 11 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 Company agrees to issue and sell, and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeagrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and the Selling Stockholder at a purchase price per share of $31.1125 11.16 (the “Purchase Price”) the number of 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 Seller the Company and the Selling Stockholder 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 I 1 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 Stockholder hereunder. The public offering price of the Shares is not in excess of the price recommended by Wachovia, acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “NASD”). In addition, the Company agrees to issue and sell, and the Selling Stockholder agrees, severally and not jointly, to sell the Option Shares pro rata to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each each Underwriter, on the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company and the Selling Stockholder at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares to be sold by the Company and the Selling Stockholder by a fraction fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is shall be entitled to purchase be purchased as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the maximum aggregate number of Option Shares which all of the Underwriters are entitled to purchase hereunderbe purchased. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Selling Stockholder; provided, however, that such option may be exercised only for the purpose of covering any over-allotments that may be made by the Underwriters in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Underwritten Shares previously have been, or simultaneously are, sold and delivered. 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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [?] (the “Purchase Price”"PURCHASE PRICE") the number of 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 Seller each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders, as and to the extent indicated in Schedule II hereto agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 880,816 Option Shares at the Purchase PricePrice to cover overallotments, if any. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyAttorneys-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 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 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 133.36 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees certain Selling Stockholders listed on Schedule II hereto severally and not jointly agree to sell the Option Shares to the several Underwriters Underwriters, and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from each of the Underwriters are entitled Selling Stockholders by the several Underwriters, subject, however, to purchase hereundersuch 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the Attorneys-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 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 11 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 Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares set forth on Schedule I hereto to the several Underwriters as provided in this 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 such Seller the Company and the Selling Stockholder at a purchase price per share of $31.1125 24.72 (the “"Purchase Price”") the number of Underwritten Shares (to be adjusted by you the Representative so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Seller the Company and the Selling Stockholder 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 I 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 Stockholder hereunder. Neither the Company nor the Selling Stockholder shall be obligated to deliver any of its respective Underwritten Shares except against payment by the Underwriters for all of such Underwritten Shares to be purchased as provided herein. In addition, the Company Selling Stockholder agrees to sell the Option Shares set forth on Schedule I hereto to the several Underwriters as provided in this Agreement and the Underwriters shall have the option to purchase at their election up to 429,000 an aggregate of 1,425,000 Option Shares at the Purchase PricePrice to cover over-allotments, if any. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you the Representative so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase hereunder and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyCompany and the Selling Stockholder. 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 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 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 (the “Purchase Price”) of $[—], the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, up to 3,300,000 Option Shares from the Company Selling Stockholders at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as each of X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth 30th day following the date of this Agreementthe Prospectus, by written notice from the Representatives each of X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC to the CompanyCompany and the Selling Stockholders (with respect to the Selling Stockholders identified on Schedule 2 hereto (the “Specified Selling Stockholders”), such notice shall be deemed delivered if delivered to each Specified Selling Stockholder’s attorney-in-fact, as indicated on Schedule 2 hereto (the “Attorneys-in-Fact” or any one of them the “Attorney-in-Fact”)). 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 defineddefined below) but shall not be earlier than the Closing Date nor or later than the 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 30.49 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Seller Selling Stockholder as set forth opposite its name 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 I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number as may be increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. 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 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 11 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 Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 ___________ (the “"Purchase Price”") the number of 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 Seller the Company and each of the Selling 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 I 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 Stockholder Stockholders hereunder. The public offering price of the Shares is not in excess of the price recommended by William Blair & Company, L.L.C., acting as a "qualified independent unxxxxxxxxx" xxthin the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, the Company agrees to sell the Option Shares to the several Underwriters in accordance with the terms of this Agreement and the such Underwriters shall have the option to purchase at their election up to 429,000 a maximum of ___________ Option Shares Shares, to cover over-allotments, if any, at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company Company, to cover over-allotments, if any, at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyCompany and an 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 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 11 hereof). Any such notice shall be given at least two 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 and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [•] (the “Purchase Price”) the number of 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 Seller each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling 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 the Underwriters shall have the option to purchase at their election up to 429,000 900,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders identified in Schedule II at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and or from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCustodian (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 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 11 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 Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 ________ (the “Purchase Price”) the number of 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 Seller the Company and each of the Selling 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 I 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 Stockholder Stockholders hereunder. The public offering price of the Shares is not in excess of the price recommended by Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each of the Company agrees and the Selling 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 and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and the Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each of the Company and the Selling Stockholders as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the 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, 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 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 11 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 Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 [*] (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company at their election up to [*] Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriters are entitled to purchase hereunderin their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Underwriters to the CompanyCompany and the Selling Stockholders. 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 or later than the 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 __________ (the “"Purchase Price”") the number of 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 Seller each of the Selling 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 I 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 Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling 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 and the Underwriters shall have the option to purchase at their election up to 429,000 [ ] Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 that such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which that all of the Underwriters are entitled to purchase hereunder. 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 II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time (but not more than twice) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the 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, 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 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 11 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein. The Company, the Selling Stockholders and the Underwriters hereby agree that up to [ ] of the Underwritten Shares to be purchased by Wachovia Capital Markets, LLC (the "Designated Underwriter") under this Agreement (the "Directed Shares") shall be reserved for sale by such Designated Underwriter for the Company's employees (the "Directed Shares Purchasers") as part of the distribution of the Underwritten Shares (the "Directed Share Program"). The Underwritten Shares to be reserved and sold by the Designated Underwriter pursuant to the Directed Share Program shall be sold by such Designated Underwriter at the public offering price and shall be 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 Directed Shares purchased pursuant to the Directed Share Program by the Company employees shall not be subject to the clear market provision contained in Section 6(a) hereto. To the extent that such Directed Shares are not orally confirmed for purchase by such persons by the end of the first day after this Agreement, such Directed Shares will be offered to the public as part of the offering contemplated hereby. Except as expressly provided in Section 8(c) hereto, under no circumstances will the Designated Underwriter or any other Underwriter be liable to the Company or to any of the Directed Shares Purchasers for any action taken or omitted to be taken other than any such action or inaction resulting primarily from the bad faith or willful misconduct of the Designated Underwriter in connection with the Directed Share Program.

Purchase of the Shares by the Underwriters. (a) The Company and the each Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeagrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and from each Selling Stockholder at a purchase price per share of $31.1125 [ ] (the “Purchase Price”) the number of 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 or such Seller Selling Stockholder, as the case may be, 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 I 1 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 Stockholder Stockholders hereunder. In addition, the Company agrees Chase 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 and the Underwriters shall have the option to purchase at their election up to 429,000 all or any portion of the Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Chase Stockholders all or any portion of the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the 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 accordance with the percentages of the Underwriters are entitled total amount of Option Shares to purchase hereunderbe sold by each Chase Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the Chase Stockholders. 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 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 11 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 Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 32.6887 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 913,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Companyan 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, 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 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 11 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 Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 25.65 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders, as and to the extent indicated in Schedule 2 hereto and subject to the conditions set forth herein, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 669,000 Option Shares at the Purchase PricePrice 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. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders at the Purchase Price that portion of less an amount per share equal to any dividends or distributions declared by the Company and payable to 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 adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyAttorney-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 or later than the 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 11 13 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 31.5735 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Priceas provided in this Agreement. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from each of the Company Selling Stockholders the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to each of the Company, Valcon Acquisition Holding (Luxembourg) S.à.x.x. (“Luxco”) and the Attorneys-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 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 11 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.

Purchase of the Shares by the Underwriters. (a) The Company and the each Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeagrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and from each Selling Stockholder at a purchase price per share of $31.1125 10.7812 (the “Purchase Price”) the number of 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 or such Seller Selling Stockholder, as the case may be, 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 I 1 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 Stockholder Stockholders hereunder. In addition, the Company agrees Company, as and to the extent indicated in Schedule 1 hereto, agrees, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 all or any portion of the Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company all or any portion of the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the 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 accordance with the percentages of the Underwriters are entitled total amount of Option Shares to purchase hereunderbe sold by the Company as set forth in Schedule 1 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. 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 tenth full business day (as hereinafter hereinaf- ter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 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 each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 [ ] (the “Purchase Price”) the number of 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 Seller the Company and each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 1,125,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyCompany and the Attorneys-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 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 11 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 Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 $ (the “Purchase Price”) the number of 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 Seller the Company and each of the Selling 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 name of such Underwriter in Schedule I 1 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 Stockholder Stockholders hereunder. In addition, each of the Company Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 1,800,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction 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 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 the Option Shares at any time and from time to time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Company. 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 tenth full business day (as hereinafter defineddefined in Section 14 hereof) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 29.16 (the “Purchase Price”) from each of the Selling Stockholders the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders up to 450,000 Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyAttorneys-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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 22.91875 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company at their election up to 2,114,704 Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Selling Stockholders. 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 or later than the 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 sharessell, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 $ [____] (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, severally and not jointly, as and to sell the extent indicated in Schedule 2 hereto, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders up to [ ] Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyAttorneys-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 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 11 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 Company and the Selling Stockholder (collectively, the “Sellers”, agrees and each a “Seller”) agreeSelling Stockholder, as and to the extent indicated in Schedule II hereto, agrees, severally and not jointlyjointly with the Company, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and the Selling Stockholders at a purchase price per share of $31.1125 $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller 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 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the hereto. The Company and each of the Selling Stockholder hereunder. In additionStockholders, as and to the Company agrees extent indicated in Schedule II hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares as provided in this Agreement at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but contained and subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company and the Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made with respect to an equal number of Option Shares to be sold by the Company and all of the Selling Stockholders, considered together on an aggregate basis, until all of the Options Shares that are held by the Selling Stockholders have been purchased; thereafter any additional Option Shares shall be purchased from the Company. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the CompanyAttorney-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 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 11 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 Each of the Selling Stockholder (collectivelyStockholders, the “Sellers”agrees, and each a “Seller”) agree, severally individually and not jointlyjointly and severally, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 (the “Purchase Price”) of $[·] the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, agree, individually and not jointly and severally, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, at their election up to 1,155,000 Option Shares from the Company Selling Stockholders at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to each of the CompanySelling Stockholders. 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 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 11 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; provided that if the same date and time as the Closing Date is specified therein, such notice shall not be required to be given at least two business days prior to such date.

Purchase of the Shares by the Underwriters. (a) The Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and the Selling Stockholder at a purchase price per share of $31.1125 (26.32 the “Purchase Price”) ” the number of 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 Seller the Company and the Selling Stockholder set forth opposite the names of the Company and the Selling Stockholder on 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 I 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 Stockholder hereunder. In addition, the Company agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 450,000 Option Shares at the Purchase Price. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the several Underwriters the respective numbers of Option Shares obtained by multiplying the number of Option Shares as to which such election shall have been exercised by a fraction, the numerator of which is the number of shares set forth opposite the names of the Company and the Selling Stockholder on Schedule II hereto under the caption “Option Shares” and the denominator of which is the total number of Option Shares to be adjusted by you as to eliminate fractional shares, as provided in this Agreement. Each Underwriter, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company and the Selling Stockholder at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined to be sold by multiplying such the Company and the Selling Stockholder set forth opposite the names of the Company and the Selling Stockholder on Schedule II hereto in the same proportion as the number of Underwritten Shares set forth opposite such Underwriter’s name bears to the total number of Underwritten Shares to be adjusted by you so as to eliminate fractional shares. Such Option Shares may be purchased by a fraction the numerator Underwriters only for the purpose of which is covering over-allotments made in connection with the maximum number sale of the Underwritten Shares. No Option Shares which such Underwriter is entitled to purchase shall be sold or delivered unless the Underwritten Shares previously have been, or simultaneously are, sold and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunderdelivered. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyCompany and the Selling Stockholder. 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 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 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 34.48485 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, agrees, severally and not jointly, to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Priceas provided in this Agreement. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from each of the Company Selling Stockholders the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to each of the Company, Valcon Acquisition Holding (Luxembourg) S.à.x.x. (“Luxco”) and the Attorneys-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 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 11 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.

Purchase of the Shares by the Underwriters. (a) The Company and each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 $ (the “"Purchase Price”") the number of 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 Seller the Company and each of the Selling 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 I 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders as and to the extent indicated in Schedule II hereto agree, 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each of the Company Selling Stockholders the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 I hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the 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, 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 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 11 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 Company and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller the Selling Stockholder at a purchase price per share of $31.1125 30.156 (the “Purchase Price”) the number of 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 Seller the Selling Stockholder as set forth in Schedule I 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 I 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 Stockholder hereunder. In addition, the Company Selling Stockholder agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 825,000 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Lead Underwriters (as defined below) to the CompanySelling Stockholder. 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 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 11 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 each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) Stockholders agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and each of the Selling Stockholders at a purchase price per share of $31.1125 _____(the “Purchase Price”) the number of 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 Seller the Company and each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price that portion of Price. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. 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 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 11 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 the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Selling Stockholder at a purchase price per share of $31.1125 (the “Purchase Price”) of $[—] the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller 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 I 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 Stockholder hereunder1 hereto. In addition, the Company Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Selling Stockholder (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 tenth 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 (the “Purchase Price”) of $[ — ] from each of the Selling Stockholders the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, each of the Company agrees Selling Stockholders agrees, 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Selling Stockholders. 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 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 11 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. The Company and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 Seller Underwriter’s name in Schedule 1 hereto at a purchase price per share of $31.1125 (the “Purchase Price”) of $1.034; provided that any shares sold by the number of Underwritten Shares several Underwriters to Citadel Investment Group, L.L.C. (to be adjusted by you so as to eliminate fractional shares“Citadel”) determined by multiplying the number of Underwritten Shares to shall be sold by such Seller 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 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from at a price per share of $1.10, which shall be the Company and same price at which the Selling Stockholder hereunderUnderwriters sell the shares to the public (the “Citadel Shares Purchase Price”). In addition, the Company agrees to issue and 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 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price that portion or, with respect to any of the Option Shares sold by the Underwriters to Citadel, the Citadel Shares 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 public offering price of the Shares is not in excess of the price recommended by Sandler O’Xxxxx & Partners, L.P., acting as a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 8 hereof) bears to purchase hereunderthe 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 and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. 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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 $ (the “"Purchase Price”") the number of 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 Seller the each of the Selling 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 I 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 Stockholder Stockholders hereunder. In addition, the Company agrees Selling Stockholders agree to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election up to 429,000 652,500 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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. The Underwriters may exercise the option to purchase the Option Shares at any time (and from time to time time) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives X.X. Xxxxxx Securities Inc. to the CompanyCustodian (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 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 11 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 the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agree, severally and not jointly, agrees to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Selling Stockholder at a purchase price per share of $31.1125 (the “Purchase Price”) of $ the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Shares to be sold by such Seller 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 I 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 Stockholder hereunder1 hereto. In addition, the Company Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the 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 the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Selling Stockholder (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 tenth 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 $ (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 hereto (or such number increased as set forth in Section 12 hereof) and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 Underwriters, and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders up to 1,875,000 Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyAttorney-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 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 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this Agreement, 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 such Seller each of the Selling Stockholders at a purchase price per share of $31.1125 19.53 (the “Purchase Price”) the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders as and to the extent indicated in Schedule 2 hereto the Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to each of the CompanySelling Stockholders. 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 defineddefined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 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 Company and Each of the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeStockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller at a purchase price per share of $31.1125 35.47 (the “Purchase Price”) from each of the Selling Stockholders the number of 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 Seller each of the Selling 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 name of such Underwriter in Schedule I 1 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 of the Selling Stockholder Stockholders hereunder. In addition, the Company agrees Selling 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 shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each UnderwriterUnderwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholders up to 375,000 Option Shares at the Purchase Price that portion of 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. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such 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 set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by a fraction the numerator of which is 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 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 hereunderbe sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyAttorneys-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 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 11 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 Company agrees to issue and the Selling Stockholder (collectively, the “Sellers”sell, and each a “Seller”) agreeof the Selling Stockholders agrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Sellers at a purchase price per share of $31.1125 $ (the “Purchase Price”) the number of 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 each Seller 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 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Company and the Selling Stockholder Sellers hereunder. The public offering price of the Shares is not in excess of the price recommended by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting as a “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 Company agrees to sell issue and sell, and the Selling Stockholders, as and to the extent indicated in Schedule II hereto agree, severally and not jointly, to sell, the Option Shares to the several Underwriters Underwriters, and the Underwriters shall have the option to purchase at their election up to 429,000 2,411,577 Option Shares at the Purchase Price. Each UnderwriterThe Underwriters, on the basis of the representations and warranties and agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company Sellers at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by 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 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 made in proportion to the maximum number of Option Shares to be sold by each Seller as set forth in Schedule II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the CompanyCompany and the Attorneys-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 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 11 12 or Section 13 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 Company agrees to issue and sell, and the Selling Stockholder (collectively, the “Sellers”, and each a “Seller”) agreeagrees, severally and not jointly, to sell 1,000,000 and 1,861,200 shares, respectively, of the Stock Underwritten Shares to the several Underwriters as provided in this 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 such Seller the Company and the Selling Stockholder at a purchase price per share of $31.1125 [ ] (the “Purchase Price”) the number of 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 Seller the Company and the Selling Stockholder 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 I 1 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 Stockholder hereunder. The public offering price of the Shares is not in excess of the price recommended by Wachovia, acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “NASD”). In addition, the Company agrees to issue and sell, and the Selling Stockholder agrees, severally and not jointly, to sell the Option Shares pro rata to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 429,000 Option Shares at the Purchase Price. Each each Underwriter, on the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to the conditions hereinafter statedset forth herein, shall have the option to purchase, severally and not jointly, from the Company and the Selling Stockholder at the Purchase Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares to be sold by the Company and the Selling Stockholder by a fraction fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is shall be entitled to purchase be purchased as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the maximum aggregate number of Option Shares which all of the Underwriters are entitled to purchase hereunderbe purchased. The Underwriters may exercise the option to purchase the Option Shares at any time and in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the CompanyCompany and the Selling Stockholder; provided, however, that such option may be exercised only for the purpose of covering any over-allotments that may be made by the Underwriters in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Underwritten Shares previously have been, or simultaneously are, sold and delivered. 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 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 11 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.