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

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 4,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 ________ shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company 2 hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the each Selling Securityholders Stockholder that number of shares of the Underwritten Common Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting severally the Selling Stockholders specified in Schedule 2 hereto grant to the Underwriters options to purchase up to an aggregate of 500,000 shares of Option Stock. Such options are granted solely for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except are exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is in proportion to purchase only the respective number of shares of Firm Stock set forth opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The price of both the Firm Stock and any Option Stock shall be $9.50 per share. The Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date, as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 3,800,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,500,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [·] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly; except as provided . Such options are exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule I.II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[·] per share; provided, however, that the amount paid by the Underwriters for any Option Stock shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Stock but not payable on such Option Stock. The Company and the Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 300,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $______ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company II-A or Schedule II-B hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company Underwriters, and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company and the each Selling Securityholders Stockholder that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting the Non-Management Selling Stockholders grant to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II-A hereto, severally and not jointly; except as provided . Such options are exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by such Non-Management Selling Shareholder as set forth in Schedule I.II-A hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] per share; provided, however, that the amount paid by the Underwriters for any Option Stock shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Stock but not payable on such Option Stock. The Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 6,130,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock shall to be sold by the Company and by each Selling Stockholder set forth opposite that Underwriter’s name in Schedules 1 and 2 hereto. The respective purchase obligations of the Selling Securityholders and purchased by Underwriters with respect to the several Underwriters Firm Stock shall be $___ per sharerounded among the Underwriters to avoid fractional shares, as the Representatives may determine. The obligation of each Underwriter In addition, the Company grants to the Company Underwriters an option to purchase up to 975,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and each is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Selling Securityholders shall be Underwriters in proportion to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter Underwriters in Schedule I hereto represents 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the total number of shares of Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,500,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ 12.70 per share. The obligation of each Underwriter to the Company and to each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,632,500 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule SCHEDULE II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule SCHEDULE I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $_____ per share. The obligation of each Underwriter to each of the Company and each of the Selling Securityholders shall be to purchase from each of the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule SCHEDULE I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule SCHEDULE I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell to the several Underwriters purchase the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its that Underwriter's name in Schedule I. The price at which such shares I hereto. In addition, the Company grants to the Underwriters, solely for the purpose of Underwritten covering over-allotments in the sale of the Firm Stock, an option to purchase all or any portion of the Option Stock exercisable as provided in Section 4 hereof. Shares of Option Stock shall be sold by purchased severally for the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation account of each Underwriter to in the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders proportion that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of bears to the total number of shares of the Underwritten Firm Stock to be purchased by all the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, that the agreement respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase Option Stock other than in full share amounts. The price of both the Firm Stock and the Option Stock to be paid by the Underwriters to the Company shall be $______ per share. The Underwriters are to make a public offering of the Firm Stock and such of the Option Stock as the Underwriters may determine on or as soon after the Effective Date as the Underwriters deem it advisable for the Underwriters so to do. The Stock is to purchase only be initially offered to the respective number of shares public at the public offering price set forth on the cover page of the Underwritten Stock specified Prospectus (such price being hereinafter called the "public offering price"). The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriters, in Schedule I.their sole discretion, deem advisable. The Underwriters may enter into one or more agreements as the Underwriters, in their sole discretion deem advisable, with one or more broker-dealers who shall act as dealers in connection with such public offering.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 _____ shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,180,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $_______ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [ • ] equity shares of the Underwritten Firm Stock and the Selling Stockholder agrees to sell [ • ] shares of the Firm Stock, severally and not jointly to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell purchase the number of equity shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the several Underwriters Company, and from the Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and by the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In making this Agreementaddition, each the Company grants to the Underwriters an option to purchase up to [ • ] additional equity shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more Equity Shares than the number of Equity Shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter is contracting agrees, severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of equity shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the Underwritten number of equity shares of Firm Stock specified set forth in Schedule I.I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[ • ] per equity share. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 1,500,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling SecurityholderStockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule l hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto l represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company and certain of the Selling Stockholders grant to the Underwriters an option to purchase up to 300,000 shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering overallotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.l and Schedule 2 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be ____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 ______________ shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___________ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 4,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company 3 hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company Underwriters, and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the from each Selling Securityholders Stockholder that number of shares of the Underwritten Firm Stock which represents that bears the same proportion of to the total number of shares of the Underwritten Firm Stock to be sold purchased by each all of the Company and the Selling Securityholders Underwriters pursuant to this Agreement as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of 1 bears to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each the Company grants to the Underwriters an option to purchase up to 350,000 shares of Option Stock and certain Selling Stockholders grant to the Underwriters an option purchase up to 1,000,000 additional shares of Option Stock as set forth opposite such Selling Stockholder’s name on Schedule 3 hereto. Such options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company and such Selling Stockholder as set forth in Schedule 3 hereto. Each Underwriter is contracting agrees, severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Underwritten Representatives may determine) that bears the same proportion to the total number of shares of Option Stock specified to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I.1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $8.5275 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 . shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares 2 hereto under the heading "Number of Underwritten Stock shall be sold by the Company Shares of Firm Stock", severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Option Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to that number of shares of Option Stock set forth opposite such Option Stockholder's name on Schedule 2 hereto under the heading "Number of Shares of Option Stock". Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriter Underwriters in Schedule I hereto represents 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the total number of shares of Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 4,665,210 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, the Company grants to the Underwriters an option to purchase up to 699,781 shares of Option Stock and each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly; except as provided . Such options are exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Class A Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Shareholder as set forth in Schedule I.2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $31.04 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock, as the case may be, to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite its/his/her name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 450,000 shares of Option Stock. Such option is contracting severally granted for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 5,400,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,500,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you Xxxxxxxxx & Xxxxx LLC in such manner as you deem Xxxxxxxxx & Xxxxx LLC deems advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Shareholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite his or her name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Shareholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Shareholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 315,000 shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering overallotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 5,500,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Part A of Schedule II opposite the name of such Selling SecurityholderStockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders Stockholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders Stockholders and purchased by the several Underwriters shall be $___ $ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Stockholders shall be to purchase from the Company and the Selling Securityholders Stockholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders Stockholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock 8 9 to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Stockholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Stockholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Stockholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Stockholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 789,660 in the aggregate of the Company Option Stock from the Company, and the Additional Selling Stockholder grants an option to the Underwriters to purchase, severally and not jointly, up to 185,340 shares in the aggregate of the Additional Option Stock from the Additional Selling Stockholder, at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said options may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by the several 9 10 Underwriters as such Underwriter is purchasing of the Underwritten Stock, as adjusted by you in such manner as you deem advisable to avoid fractional shares. The number of shares of Option Stock to be purchased from the Company and from the Additional Selling Stockholder shall be allocated between the Company and the Additional Selling Stockholder in the same proportion as the maximum number of shares of Company Option Stock bears to the maximum number of shares of Additional Selling Stockholder Option Stock. 4.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,250,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ $ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 34, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 __________ shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $______ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company II hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company and the Selling Securityholders Stockholders that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholders as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Subject to the sale of the Firm Stock by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters agree to sell to the Company, and the Company agrees to purchase from the Underwriters, the number of Repurchase Shares specified herein at the price payable to the Selling Stockholders by the Underwriters for both the Firm Stock and any Option Stock as set forth below in the third paragraph of this Section 3. In addition, each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock; provided, however, that the amount paid by the Underwriters for any Option Stock shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Stock but not payable on such Option Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $95.5135 per share. The number of shares of Firm Stock to be purchased by each Underwriter from the Selling Stockholders at the price to the public set forth in Schedule IV (the “Price to Public”) shall be based on the same proportion as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable subject to rounding among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreement, The number of shares of Firm Stock to be sold by each Underwriter is contracting severally and not jointly; except Selling Stockholder to the Underwriters at the Price to Public shall be based on the same proportion as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Firm Stock specified set forth opposite the name of such Selling Stockholder in Schedule I.II represents to the total number of shares of the Firm Stock to be sold by all of the Selling Stockholders pursuant to this Agreement, subject to rounding among the Underwriters to avoid fractional shares, as the Representatives may determine. The Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company II-A or Schedule II-B hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company Underwriters, and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company and the each Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine in consultation with the Company. In making this Agreementaddition, each Underwriter is contracting the Genstar Selling Stockholders grant to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II-A hereto, severally and not jointly; except as provided . Such option is exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock specified (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I.I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[ · ] per share. The Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling SecurityholderStockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders Stockholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders Stockholders and purchased by the several Underwriters shall be $___ $ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Stockholders shall be to purchase from the Company and the Selling Securityholders Stockholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders Stockholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company II hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company Underwriters, and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company and the each Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly; except as provided . Such option is exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule I.II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[ ] per share. The Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 717,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, (i) the Company agrees to issue and sell 2,000,000 17,500,000 shares of the Underwritten Firm Stock, (ii) each Selling Stockholder hereby agrees, severally and not jointly, to sell the number of shares of Firm Stock set forth opposite its name on Schedule 2 hereto to the several Underwriters, and (iii) each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell to the several Underwriters purchase the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its that Underwriter's name in Schedule I. 1 hereto. The price at which such shares respective purchase obligations of Underwritten the Underwriters with respect to the Firm Stock shall be sold by rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 3,343,905 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and the Selling Securityholders and purchased by the several Underwriters is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be $___ per share. The obligation of each Underwriter to purchased severally for the Company and each account of the Selling Securityholders shall be Underwriters in proportion to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriters in Schedules 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in Schedule I hereto represents 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company and Selling Stockholders shall not be obligated to deliver any of the total number of shares of Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Firm Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company 2-A hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company Underwriters, and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the each Firm Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Firm Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In making this Agreementaddition, each Underwriter is contracting Option Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Option Selling Stockholder's name in Schedule 2-B hereto, severally and not jointly; except as provided . Such option is granted in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only event that the respective Underwriters sell more than the number of shares of Firm Stock and is exercisable as provided in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the Underwritten maximum number of shares of Option Stock specified to be sold by each Option Selling Stockholder as set forth in Schedule I.2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $36.385 per share. The Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock, as the case may be, to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 750,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such II-A or Schedule II-B hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine in consultation with the Company. In making this Agreementaddition, each Underwriter is contracting the Genstar Selling Stockholders grant to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II-A hereto, severally and not jointly; except as provided . Such option is exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock specified (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I.I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[ · ] per share. The Company and the Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell to the several Underwriters purchase the number of shares of the Underwritten Firm Stock set forth opposite that Underwriter’s name in Schedule II opposite the name of such Selling Securityholder, and each I hereto. The respective purchase obligations of the Underwriters agrees with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase from up to additional shares of Option Stock. Such option is exercisable in the Company and event that the Selling Securityholders Underwriters sell more shares of Common Stock than the respective aggregate number of shares of Underwritten Firm Stock in the offering and as set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company Section 5 hereof. Each Underwriter agrees, severally and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be not jointly, to purchase from the Company and the Selling Securityholders that number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Underwritten Stock which represents Representatives may determine) that bears the same proportion of to the total number of shares of the Underwritten Option Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement on such Delivery Date as the number of shares of the Underwritten Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto represents of bears to the total number of shares of Firm Stock. Any shares of Option Stock purchased by the Underwritten Underwriters pursuant to the option described in this Section 3 will not increase the total number of shares of Common Stock outstanding after the offering of the Firm Stock, but rather the number of shares of Class B Common Stock owned by Parent will be reduced share for share by the number of shares of Option Stock purchased by the Underwriters pursuant to such option. The purchase price payable by the Underwriters for the Firm Stock is $ per share and any Option Stock is $ per share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 4,606,882 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly; except as provided . Such option is exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule I.II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for each of the Firm Stock and any Option Stock is $13.95 per share. The Company and the Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,300,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $____ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.be

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 ____________ shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [•] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell to the several Underwriters purchase the number of shares of the Underwritten Firm Stock set forth opposite that Underwriter’s name in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees I hereto. Each Underwriter shall be obligated to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each the Company grants to the Underwriters an option to purchase up to [•] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter is contracting agrees, severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Underwritten Representatives may determine) that bears the same proportion to the total number of shares of Option Stock specified to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I.I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock; provided, however, that the amount paid by the Underwriters for any Option Stock shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Option Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[•] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [•] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell to the several Underwriters purchase the number of shares of the Underwritten Firm Stock set forth opposite that Underwriter’s name in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees I hereto. Each Underwriter shall be obligated to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each the Company grants to the Underwriters an option to purchase up to [•] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company. Each Underwriter is contracting agrees, severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Underwritten Representatives may determine) that bears the same proportion to the total number of shares of Option Stock specified to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I.I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[•] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 ____________________ shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder severally agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $____________________ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company 2 hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the each Selling Securityholders Stockholder that number of shares of the Underwritten Common Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting the Company and the applicable Selling Stockholders specified in Schedule 2 hereto grant to the Underwriters options to purchase up to an aggregate of 573,647 shares of Option Stock. Such options are granted severally for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except are exercisable as provided in paragraphs (b) and (c) of this Section 35 hereof; provided, the agreement Company shall be jointly liable and required to perform the options granted by such Selling Stockholders in the event such Selling Stockholders are unable to deliver their shares of Option Stock and perform their obligations on the Second Delivery Date (as defined in Section 5 hereof). Shares of Option Stock shall be purchased severally for the account of each Underwriter is in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriter in Schedule I.1 hereto. The price of both the Firm Stock and any Option Stock shall be $ ___ per share. The Selling Stockholders and the Company shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date, as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 • shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, the Company grants to the Underwriters an option to purchase up to • additional shares of the Option Stock and each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly; except as provided . Such options are exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Firm Stock specified in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Stockholder as set forth in Schedule I.2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of the Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of the Option Stock to be sold on such Delivery Date as the number of shares of the Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of the Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $• per share. The Company and the Selling Stockholders shall not be obligated to deliver any shares of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 4,500,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [ ] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder agrees Stockholder hereby agrees, severally and not jointly, to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite such Selling Stockholder's name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement each Selling Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to [ ] shares of Option Stock, as set forth opposite such Selling Stockholder's name in Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, each Selling Stockholder shall sell severally that number of shares of Option Stock which represents the same proportion of the total number of shares of the Underwritten Option Stock to be sold purchased by each of the Company and the Selling Securityholders pursuant to this Agreement Underwriters, as the number of shares of the Underwritten Option Stock set forth opposite the name of such Underwriter Selling Stockholder in Schedule I 2 hereto represents of the total number of shares of Option Stock set forth on such Schedule 2. Such option is granted for the Underwritten purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to be paid by the Underwriters to the Company and each of the Selling Stockholders for both the Firm Stock and any Option Stock shall be $ [ ] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 3,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $_______ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,300,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder Underwriters and the Principal Stockholder agrees to sell to the several Underwriters the number of 500,000 shares of the Underwritten Stock set forth in Schedule II opposite to the name of such Selling Securityholder, several Underwriters and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders Principal Stockholder the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Principal Stockholder shall be to purchase from the Company and the Selling Securityholders Principal Stockholder that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders Principal Stockholder pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making the agreement set forth in this AgreementSection 3(a), the Company and each Underwriter of the Principal Stockholder is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 4,100,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) a. On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,689,005 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you Jefferies & Company, Inc. in such manner as you deem Jefferies & Company, Inc. deems advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in opposite his, her or its name on Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting the Company and the Selling Stockholders identified as "Option Stockholders" in Schedule 2 hereto (collectively, the "Option Stockholders") grant, severally and not jointly; except , to the Underwriters an option to purchase up to an aggregate of 600,000 shares of the Option Stock. Such options are granted solely for the purpose of covering over-allotments in the sale of Firm Stock and are exercisable as provided in paragraphs (b) Section 5 hereof. Shares of Option Stock shall be purchased from the Company and (c) the Option Stockholders in the priority described in Section 5 severally for the account of this Section 3, the agreement of each Underwriter is Underwriters in proportion to purchase only the respective number of shares of Firm Stock set forth opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 3,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite his or her name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of Shares of the Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting the Selling Stockholders severally and not jointly; except jointly grant to the Underwriters an option to purchase up to an aggregate of 525,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in paragraphs (b) Section 5 hereof. Shares of Option Stock shall be purchased severally and (c) of this Section 3, not jointly from the agreement of each Underwriter is Selling Stockholders in proportion to purchase only the respective number of shares of Firm Stock set forth opposite the Underwritten Stock specified name of such Selling Stockholder in Schedule I.2 hereto for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 4,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder agrees Stockholder hereby agrees, severally and not jointly, to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite such Selling Stockholder’s name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement each Selling Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to 750,000 shares of Option Stock, as set forth opposite such Selling Stockholder’s name in Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, each Selling Stockholder shall sell severally that number of shares of Option Stock which represents the same proportion of the total number of shares of the Underwritten Option Stock to be sold purchased by each of the Company and the Selling Securityholders pursuant to this Agreement Underwriters, as the number of shares of the Underwritten Option Stock set forth opposite the name of such Underwriter Selling Stockholder in Schedule I 2 hereto represents of the total number of shares of Option Stock set forth on such Schedule 2. Such option is granted for the Underwritten purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to be paid by the Underwriters to the Company and each of the Selling Stockholders for both the Firm Stock and any Option Stock shall be $12.09 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 1,300,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In making this Agreementaddition, the Company grants to the Underwriters an option to purchase up to 195,000 additional shares of Option Stock and each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly; except . Such options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Stock and as provided set forth in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is 5 hereof. Any such election to purchase only Option Stock shall be made in proportion to the respective maximum number of shares of Option Stock to be sold by the Underwritten Stock specified Company and each Selling Stockholder as set forth in Schedule I.2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $41.80 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 __________ shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 3,700,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite his or her name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 630,000 shares of Option Stock. Such option is contracting severally granted for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $__ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Shareholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite such Selling Shareholder’s name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Shareholder that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the by each Selling Securityholders pursuant to this Agreement Shareholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Shareholder identified on Schedule 2 grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is . Each Selling Shareholder agrees to purchase only the respective sell such number of shares of Option Stock on such Delivery Date that bears the Underwritten same proportion to the total number of shares of Option Stock specified to be sold by the Selling Shareholders as the number of shares of Firm Stock set forth in Schedule I.2 hereto opposite the name of such Selling Shareholder bears to the total number of shares of Firm Stock sold by the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock shall be $ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 3,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Shareholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite his or her name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Shareholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Shareholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 540,000 shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering overallotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be [$_____] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,638,630 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $_______ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of bears to the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 5,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 4,500,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder agrees Stockholder hereby agrees, severally and not jointly, to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite such Selling Stockholder’s name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement each Selling Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to 900,000 shares of Option Stock, as set forth opposite such Selling Stockholder’s name in Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, each Selling Stockholder shall sell severally that number of shares of Option Stock which represents the same proportion of the total number of shares of the Underwritten Option Stock to be sold purchased by each of the Company and the Selling Securityholders pursuant to this Agreement Underwriters, as the number of shares of the Underwritten Option Stock set forth opposite the name of such Underwriter Selling Stockholder in Schedule I 2 hereto represents of the total number of shares of Option Stock set forth on such Schedule 2. Such option is granted for the Underwritten purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to be paid by the Underwriters to the Company and each of the Selling Stockholders for both the Firm Stock and any Option Stock shall be $[ ] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,700,000 shares of the Underwritten Stock to the several Underwriters, each the Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders Securityholder the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders Securityholder and purchased by the several Underwriters shall be $____ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Securityholder shall be to purchase from the Company and the Selling Securityholders Securityholder that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders Securityholder pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [ — ] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly; except as provided . Such options are exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule I.II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[ — ] per share. The Company and the Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 2,496,076 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company 2 hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 450,000 shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Shareholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite his/her name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Shareholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Shareholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 480,000 shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [·] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly; except . Such options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and as provided set forth in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is 5 hereof. Any such election to purchase only Option Stock shall be made in proportion to the respective maximum number of shares of the Underwritten Option Stock specified to be sold by each Selling Shareholder as set forth in Schedule I.II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[·] per share. The Company and the Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 14,800,000 equity shares of the Underwritten Stock Firm Stock, severally and not jointly, to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell purchase the number of equity shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule IA hereto. Each Underwriter shall be obligated to purchase from the several Underwriters Company, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto IA represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each the Company grants to the Underwriters an option to purchase up to 1,200,000 additional equity shares of Option Stock. Each Underwriter is contracting agrees, severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of equity shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the Underwritten number of equity shares of Firm Stock specified set forth in Schedule I.IA hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for the Firm Stock is $183,162,500.00 in the aggregate, which represents a purchase price of $12.50 per equity share for equity shares sold to CDPQ Infrastructure Asia Pte Ltd., IFC GIF Investment Company I and International Finance Corporation (the “Existing Shareholders”) and a purchase price of $11.84375 per equity share for equity shares sold to persons other than the Existing Shareholders (the “Public”). The purchase price payable by the Underwriters for any Option Stock is $11.84375 per equity share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,500,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule SCHEDULE I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ 10.00 per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule SCHEDULE I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule SCHEDULE I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [ · ] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly; except as provided . Such options are exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule I.II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[ · ] per share. Neither the Company nor the Selling Stockholders shall be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [—] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly; except as provided . Such option is exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule I.II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for each of the Firm Stock and any Option Stock is $ per share. The Company and the Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [_____] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling SecurityholderStockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule l hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto l represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company and the Selling Stockholders grant to the Underwriters an option to purchase up to ______ shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering overallotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.l hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 4,500,000 shares of the Underwritten Firm Stock to the several Underwritersand each Xxxxxx Selling Stockholder, each Selling Securityholder severally and not jointly, agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by 2 hereto to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the from each Xxxxxx Selling Securityholders Stockholder that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the each Xxxxxx Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting the Company grants to the Underwriters an option to purchase, in whole or in part, up to 75,000 additional shares of Common Stock and the Selling Stockholders, severally and not jointly; except , grant the Underwriters options to purchase, in whole or in part, up to the number of additional shares of Option Stock set forth opposite the name of such Selling Stockholder on Schedule 2 hereto. Such options are granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. In the event of any partial exercise of the Underwriters' options to purchase Option Stock from the Company and the Selling Stockholders, the Underwriters, severally but not jointly, will purchase any such shares from each of the parties who have agreed to sell shares of Option Stock on a pro rata basis based upon the number of Option Shares such party agrees to sell in Schedule 2 hereto. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 4,975,000 shares of the Underwritten Stock to the several Underwriters, each the Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such the Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders Securityholder the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders Securityholder and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Securityholder shall be to purchase from the Company and the Selling Securityholders Securityholder that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders Securityholder pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 7,500,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock, set forth opposite its name in Schedule II hereto, severally and not jointly; except as provided . Such option is exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock specified (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I.I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for the Firm Stock is $26.27625 per share. The purchase price payable by the Underwriters for the Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 __________ shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $_______ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its such Selling Stockholder’s name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company II hereto, severally and the Selling Securityholders not jointly. Each Underwriter agrees, severally and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be not jointly, to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of Firm Stock (subject to such adjustments to eliminate fractional shares as the Underwritten Representatives may determine) set forth opposite such Underwriter’s name in Schedule I hereto. In addition, each Selling Stockholder agrees, severally and not jointly, as and to the extent indicated in Schedule II hereto, to sell the Option Stock to the Underwriters and the Underwriters, on the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Option Stock. If any Option Stock is to be purchased, the number of Option Stock to be purchased by each Underwriter shall be the number of Option Stock which bears the same ratio to the aggregate number of Option Stock being purchased as the number of Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents (or such number increased as set forth in section 11 hereof) bears to the aggregate number of Firm Stock being purchased from the Selling Stockholders (subject to such adjustments to eliminate fractional shares as the Representatives may determine). Any such election to purchase Option Stock shall be made in proportion to the maximum number of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II hereto. The purchase price payable by the Underwriters for the Firm Stock is $[•] per share and the purchase price payable by the Underwriters for any Option Stock is the price paid for the Firm Stock less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Selling Stockholders are not obligated to deliver any of the total number of shares of Firm Stock or Option Stock to be delivered on the Underwritten applicable Delivery Date, except upon payment for all such Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company 2 hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company Underwriters, and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the each Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the such Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder's name in Schedule 2 hereto, severally and not jointly; except . Such options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and as provided set forth in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is 5 hereof. Any such election to purchase only Option Stock shall be made in proportion to the respective maximum number of shares of the Underwritten Option Stock specified to be sold by each Selling Stockholder as set forth in Schedule I.2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[ ] per share. The Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling SecurityholderStockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders Stockholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders Stockholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Stockholders shall be to purchase from the Company and the Selling Securityholders Stockholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders Stockholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.contracting

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 6,250,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite such Selling Stockholder's name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the by each Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder identified on Schedule 2 grants to the Underwriters an option to purchase up to the number of shares of Option Stock set opposite such Selling Stockholder's name in Schedule 2 hereto, severally and not jointly; except , to the several Underwriters. Such option is exercisable as provided in paragraphs (b) and (c) Section 6 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. If less than all the shares of Option Stock are purchased by the Underwriters pursuant to this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Option Stock so purchased shall be sold first by those Selling Stockholders identified on Schedule 2 as selling on a priority basis and thereafter by all the Underwritten remaining Selling Stockholders identified on Schedule 2 on a pro rata basis. The price of both the Firm Stock specified in Schedule I.and any Option Stock shall be $13.09 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 2,250,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder of Paul X. Xxxxx xxx Sophxx X. Xxxxx xxxeby agrees to sell 300,000 shares and 200,000 shares, respectively, of the Firm Stock, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Underwritten Firm Stock set forth opposite that Underwriter's name in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees I hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 337,500 shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.I hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the 10 10 Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $___ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [ ] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling SecurityholderStockholder in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule l hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto l represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company and the Selling Stockholders grant to the Underwriters an option to purchase up to [ ] shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering overallotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.l hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by II hereto to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company and the Selling Securityholders Stockholder that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In making Subject to the sale of the Firm Stock by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, each Underwriter is contracting severally the Underwriters agree to sell to the Company, and not jointly; except as provided in paragraphs (b) and (c) of this Section 3the Company agrees to purchase from the Underwriters, the agreement number of each Underwriter is to purchase only Repurchase Shares specified herein at the respective price paid by the Underwriters set forth herein. The number of shares of the Underwritten Firm Stock specified to be sold by each Underwriter to the Company shall be based on the same proportion as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I.I represents to the total number of shares of the Firm stock to be purchased by the Underwriters pursuant to this Agreement. The respective selling obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite the Selling Stockholder’s name in Schedule II hereto. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock; provided, however, that the amount paid by the Underwriters for any Option Stock shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Option Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $19.75 per share. The Selling Stockholder is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,100,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 3,236,338 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In making this Agreementaddition, the Company grants to the Underwriters an option to purchase up to 485,450 shares of Option Stock and each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly; except as provided . Such options are exercisable in paragraphs (b) and (c) the event that the Underwriters sell more shares of this Section 3, Class A Common Stock than the agreement of each Underwriter is to purchase only the respective number of shares of Firm Stock in the Underwritten offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock specified shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Shareholder as set forth in Schedule I.2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $19.0127 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock, as the case may be, to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 * shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,500,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $__________________ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 34, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 4,500,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder agrees Stockholder hereby agrees, severally and not jointly, to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite such Selling Stockholder’s name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement each Selling Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to 900,000 shares of Option Stock, as set forth opposite such Selling Stockholder’s name in Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, each Selling Stockholder shall sell severally that number of shares of Option Stock which represents the same proportion of the total number of shares of the Underwritten Option Stock to be sold purchased by each of the Company and the Selling Securityholders pursuant to this Agreement Underwriters, as the number of shares of the Underwritten Option Stock set forth opposite the name of such Underwriter Selling Stockholder in Schedule I 2 hereto represents of the total number of shares of Option Stock set forth on such Schedule 2. Such option is granted for the Underwritten purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to be paid by the Underwriters to the Company and each of the Selling Stockholders for both the Firm Stock and any Option Stock shall be $17.1612 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees Selling Stockholders agree to issue and sell 2,000,000 25,000,000 shares of the Underwritten Stock Firm Stock, as set forth on Schedule II, to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell to the several Underwriters purchase the number of shares of the Underwritten Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II opposite the name of such Selling SecurityholderI hereto. Each Underwriter agrees, severally and each of the Underwriters agrees not jointly, to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Option Stock set forth opposite its name in Schedule I. The price at which (subject to such adjustments to eliminate fractional shares of Underwritten Stock shall be sold by as the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Representatives may determine) that number of shares of the Underwritten Stock which represents bears the same proportion of to the total number of shares of the Underwritten Option Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement on such Delivery Date as the number of shares of the Underwritten Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto represents of bears to the total number of shares of Firm Stock. The purchase price payable by the Underwritten Underwriters for the Firm Stock is $[ 🌑 ] per share and the purchase price payable by the Underwriters for any Option Stock is the price paid for the Firm Stock less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 1,581,778 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its name in Schedule I. The price at which such 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of Underwritten the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter is contracting Selling Stockholder grants to the Underwriters an option to purchase, severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, up to the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Option Stock specified set forth opposite such Selling Stockholder’s name in Schedule I.2 hereto. Such options are exercisable in the event that the Underwriters sell more shares of Class A Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $• per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock, as the case may be, to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company Firm Selling Stockholder agrees to issue and sell 2,000,000 shares of the Underwritten Stock Firm Stock, severally and not jointly to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell to the several Underwriters purchase the number of shares of the Underwritten Firm Stock set forth opposite that Underwriter’s name in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees I hereto. Each Underwriter shall be obligated to purchase from the Company and the Firm Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which that represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Firm Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto. Such options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II hereto initially with respect to the Option Stock to be sold among the Selling Stockholders in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II hereto. Each Underwriter is contracting agrees, severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Underwritten Representatives may determine) that bears the same proportion to the total number of shares of Option Stock specified to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I.I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $ per share. The Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 [ • ] shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder of the Underwriters, severally and not jointly, agrees to sell to the several Underwriters purchase the number of shares of the Underwritten Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such option[s] is [are] exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 6 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II opposite the name of such Selling Securityholderhereto. Each Underwriter agrees, severally and each of the Underwriters agrees not jointly, to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Option Stock set forth opposite its name in Schedule I. The price at which (subject to such adjustments to eliminate fractional shares of Underwritten Stock shall be sold by as the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Representatives may determine) that number of shares of the Underwritten Stock which represents bears the same proportion of to the total number of shares of the Underwritten Option Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement on such Delivery Date as the number of shares of the Underwritten Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto represents of bears to the total number of shares of Firm Stock. The purchase price payable by the Underwritten Underwriters for the Firm Stock is $[ • ] per share and the purchase price payable by the Underwriters for any Option Stock is the price paid for the Firm Stock less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Firm Stock set forth opposite its the Selling Stockholder’s name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company II hereto, severally and the Selling Securityholders not jointly. Each Underwriter agrees, severally and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be not jointly, to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of Firm Stock (subject to such adjustments to eliminate fractional shares as the Underwritten Representatives may determine) set forth opposite such Underwriter’s name in Schedule I hereto. In addition, the Selling Stockholder agrees, severally and not jointly, as and to the extent indicated in Schedule II hereto, to sell the Option Stock to the Underwriters and the Underwriters, on the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, shall have the option to purchase from the Selling Stockholder the Option Stock. If any Option Stock is to be purchased, the number of Option Stock to be purchased by each Underwriter shall be the number of Option Stock which bears the same ratio to the aggregate number of Option Stock being purchased as the number of Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto represents (or such number increased as set forth in section 11 hereof) bears to the aggregate number of Firm Stock being purchased from the Selling Stockholder (subject to such adjustments to eliminate fractional shares as the Representatives may determine). Any such election to purchase Option Stock shall be made in proportion to the maximum number of Option Stock to be sold by the Selling Stockholder as set forth in Schedule II hereto. The purchase price payable by the Underwriters for the Firm Stock is $30.25 per share and the purchase price payable by the Underwriters for any Option Stock is the price paid for the Firm Stock less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Selling Stockholder is not obligated to deliver any of the total number of shares of Firm Stock or Option Stock to be delivered on the Underwritten applicable Delivery Date, except upon payment for all such Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in on such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except Delivery Date as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 ________ shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company 2 hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. . Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3addition, the agreement of each Underwriter is Selling Stockholders grant to the Underwriters an option to purchase only up to 750,000 shares of Option Stock, with each Selling Stockholder agreeing to sell the respective number of shares of Option Stock necessary to cover this option proportionate to the Underwritten percentage of shares of Firm Stock specified being offered by such Selling Stockholder as set forth in Schedule I.2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,500,000 shares of the Underwritten Stock to the several Underwriters, each Selling Securityholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to issue and sell 2,000,000 1,750,000 shares of the Underwritten Firm Stock to the several Underwriters, and each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite his or her name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and the from each Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by the Company, and by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 450,000 shares of Option Stock. Such option is contracting severally granted solely for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares this Agreement, each of the Underwritten Stock to the several Underwriters, each Selling Securityholder Shareholders hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company 2 hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the each Selling Securityholders Shareholder that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Shareholder as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, the Selling Shareholders grant to the Underwriters an option to purchase up to an aggregate of 825,000 shares of Option Stock. Specifically, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, Selling Shareholder agrees to sell to the agreement of each Underwriter is to purchase only Underwriters the respective number of shares of the Underwritten Option Stock specified set forth opposite its name in Schedule I.2 hereto. In the event that the Underwriters exercise their option in part but not in full, each Selling Shareholder shall sell severally that number of shares of Option Stock in proportion to the total number of shares of Option Stock set forth opposite the name of such Selling Shareholder in Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[_] per share. The Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the ----------------------------------------- representations and warranties contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder hereby agrees to sell to the several Underwriters the number of shares of the Underwritten Firm Stock set forth opposite his or her name in Schedule II opposite 2 hereto, severally and not jointly, to the name of such Selling Securityholder, several Underwriters and each of the Underwriters Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten the Firm Stock set forth opposite its that Underwriter's name in Schedule I. The price at which such shares of Underwritten Stock 1 hereto. Each Underwriter shall be sold by the Company and the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be obligated to purchase from the Company and the each Selling Securityholders Stockholder, that number of shares of the Underwritten Firm Stock which represents the same proportion of the total number of shares of the Underwritten Firm Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder, as the number of shares of the Underwritten Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto 1 represents of the total number of shares of the Underwritten Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable . The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In making this Agreementaddition, each Underwriter the Company grants to the Underwriters an option to purchase up to 801,625 shares of Option Stock. Such option is contracting severally granted for the purpose of covering over-allotments in the sale of Firm Stock and not jointly; except is exercisable as provided in paragraphs (b) and (c) Section 5 hereof. Shares of this Section 3, Option Stock shall be purchased severally for the agreement account of each Underwriter is the Underwriters in proportion to purchase only the respective number of shares of Firm Stock set opposite the Underwritten Stock specified name of such Underwriters in Schedule I.1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock to be purchased by the Underwriters shall be $[_____] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. (a) On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions herein set forthof, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwritersthis Agreement, each Selling Securityholder Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company II hereto, severally and the Selling Securityholders and purchased by not jointly, to the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company Underwriters, and each of the Selling Securityholders Underwriters, severally and not jointly, agrees to purchase the number of shares of the Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company and the each Selling Securityholders Stockholder, that number of shares of the Underwritten Stock which that represents the same proportion of the total number of shares of the Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement Stockholder as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of to the total number of shares of the Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Subject to the sale of the Stock by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters agree to sell to the Company, and the Company agrees to purchase from the Underwriters, the number of Repurchase Shares set forth in Schedule IV at the Purchase Price (as defined herein), as described in the Pricing Disclosure Package and the Prospectus. The number of shares of Repurchase Shares to be purchased by each Underwriter from the Selling Stockholders at the Purchase Price (as defined herein) shall be based on the same proportion as the number of shares of the Stock set forth opposite the name of such Underwriter in Schedule II represents to the total number of shares of the Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable subject to rounding among the Underwriters to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule I.Representatives may determine.